<PAGE>   1
                                                               EXHIBIT 10-CB


                              U.S. $1,000,000,000


                                CREDIT AGREEMENT

                         Dated as of November 28, 1995

                                     Among

                         THE COLUMBIA GAS SYSTEM, INC.

                                  as Borrower

                                      and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                      and

                                 CITIBANK, N.A.

                                    as Agent

                                      and

                    BANKERS TRUST COMPANY, BANK OF MONTREAL,
                      CANADIAN IMPERIAL BANK OF COMMERCE,
                    CHEMICAL BANK AND MORGAN GUARANTY TRUST
                              COMPANY OF NEW YORK

                     as Managing and Co-Syndication Agents
<PAGE>   2
                               TABLE OF CONTENTS
<TABLE>
<CAPTION> 
                                                                                                          PAGE
<S>            <C>                                                                                         <C>
                                                     ARTICLE I                                            
                                                                                                          
                                          DEFINITIONS AND ACCOUNTING TERMS                                
                                                                                                          
SECTION 1.01.  Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

SECTION 1.02.  Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 1.03.  Accounting Terms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

                                                                                                          
                                                     ARTICLE II                                           
                                                                                                          
                                         AMOUNTS AND TERMS OF THE ADVANCES                                
                                                                                                          
SECTION 2.01.  The Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.02.  Making the Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.03.  The Competitive Bid Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.04.  Issuance of and Drawings and Reimbursement Under Letters of Credit. . . . . . . . . . . . . 19
SECTION 2.05.  Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.06.  Repayment of Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.07.  Interest on Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.08.  Interest Rate Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.09.  Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.10.  Optional Conversion of Revolving Credit Advances  . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.11.  Prepayments of Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.12.  Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.13.  Illegality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.14.  Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.15.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.16.  Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.17.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
                                                                                                          
                                                    ARTICLE III                                           
                                                                                                          
                                      CONDITIONS TO EFFECTIVENESS AND LENDING                             
                                                                                                          
SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 . . . . . . . . . . . . . . 30
SECTION 3.02.  Conditions Precedent to Each Borrowing  . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing  . . . . . . . . . . . . . . . . . . 32
SECTION 3.04.  Determinations Under Section 3.01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
                                                                                                          
                                                     ARTICLE IV                                           
                                                                                                          
                                           REPRESENTATIONS AND WARRANTIES                                 
                                                                                                          
SECTION 4.01.  Representations and Warranties of the Borrower  . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>
<PAGE>   3
<TABLE>
<S>            <C>                                                                                         <C>
                                                     ARTICLE V                                            
                                                                                                          
                                             COVENANTS OF THE BORROWER                                    
                                                                                                          
SECTION 5.01.  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.02.  Negative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.03.  Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
                                                                                                          
                                                     ARTICLE VI                                           
                                                                                                          
                                                 EVENTS OF DEFAULT                                        
                                                                                                          
SECTION 6.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default  . . . . . . . . . . . . . . . . . 42
                                                                                                          
                                                    ARTICLE VII                                           
                                                                                                          
                                                     THE AGENT                                            
SECTION 7.01.  Authorization and Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.02.  Agent's Reliance, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.03.  Citibank and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.04.  Lender Credit Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.05.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.06.  Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.07.  Managing and Co-Syndication Agents as Lenders . . . . . . . . . . . . . . . . . . . . . . . 43
                                                                                                          
                                                    ARTICLE VIII                                          
                                                                                                          
                                                   MISCELLANEOUS                                          
                                                                                                          
SECTION 8.01.  Amendments, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.02.  Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.03.  No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 8.04.  Costs and Expenses; Indemnification; Limitation of Liability  . . . . . . . . . . . . . . . 44
SECTION 8.05.  Right of Set-off  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 8.06.  Binding Effect  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.07.  Assignments, Designations and Participations  . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.08.  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.09.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.10.  Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.11.  Jurisdiction, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.12.  Severability of Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>
<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-1       -      Form of Revolving Credit Note

Exhibit A-2       -      Form of Competitive Bid Note

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

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

Exhibit B-3       -      Form of Letter of Credit Request

Exhibit C         -      Form of Assignment and Acceptance

Exhibit D         -      Form of Designation Agreement

Exhibit E         -      Form of Opinion of Counsel for the Borrower
<PAGE>   5
                         THE COLUMBIA GAS SYSTEM, INC.
                                CREDIT AGREEMENT

                         Dated as of November 28, 1995


                 The Columbia Gas System, Inc., a Delaware corporation (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, 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 each of the Reference Banks
                 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 New York certificate of deposit
                 dealers of recognized standing selected by such Reference
                 Banks for the purchase at face value of certificates of
                 deposit of such Reference Bank in an amount substantially
                 equal to such Reference Bank's CD Rate Advance comprising part
                 of such Revolving Credit Borrowing and with a maturity equal
                 to such Interest Period, by (ii) a percentage equal to 100%
                 minus the Adjusted CD Rate Reserve Percentage for such
                 Interest Period, plus

                          (b)     the Assessment Rate for such Interest Period.

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

                 "Advance" means a Revolving Credit Advance, a Swing Line
         Advance, a Letter of Credit Advance or a Competitive Bid Advance.

                 "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 20% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.
<PAGE>   6
                                       2

                 "Agent's Account" means the account of the Agent maintained 
         by the Agent at Citibank with its office at 1 Court Square, 7th 
         Floor, Zone 1, Long Island City, New York 11120, Account 
         No. 36852248, Attention: Wendy Rutherford.

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

                 "Applicable Margin" means, as of any date, a percentage per
         annum determined by reference to the public debt rating in effect on
         such date as set forth below:


<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                      Applicable
                                                                                                        Margin           Applicable
                  Public Debt Rating         Applicable Margin for       Applicable Margin for        for CD Rate        Margin for
                     S&P/Moody's              Base Rate Advances        Eurodollar Rate Advances       Advances         Facility Fee
====================================================================================================================================
             <S>                                       <C>                          <C>               <C>                  <C>
             Level 1
             -------
               BBB+/Baa1 or higher                     0                             .19%              .315%               .11%
------------------------------------------------------------------------------------------------------------------------------------
             Level 2
             -------
               BBB/Baa2                                0                             .2775%            .4025%              .14%
------------------------------------------------------------------------------------------------------------------------------------
             Level 3
             -------
               BBB-/Baa3                               0                             .295%             .42%                .18%
------------------------------------------------------------------------------------------------------------------------------------
             Level 4
             -------
               BB+/Ba1                                 0                             .45%              .575%               .30%
------------------------------------------------------------------------------------------------------------------------------------
             Level 5
             -------
               BB/Ba2                                  0                             .60%              .725%               .40%
------------------------------------------------------------------------------------------------------------------------------------
             Level 6
             -------
               BB-/Ba3 or lower                        0                            1.00%             1.125%               .50%
====================================================================================================================================
</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 6 under the definition of "Applicable
         Margin"; (c) if the ratings established by S&P and Moody's shall fall
         within different levels, the Applicable Margin shall be determined by
         reference to the higher rating; provided, however, that (i) if the
         ratings are different by two or more levels, the Applicable Margin
         shall be determined by reference to the rating that is one rating
         lower than the higher rating and (ii) if one rating is investment
         grade (BBB-/Baa3 or better) and the other rating is non-investment
         grade, (BB+/Ba1 or lower), then the Applicable Margin shall be
         determined by reference to the higher of (A) the Applicable Margin
         yielded by the previous exception or (B) except with respect to Base
         Rate Advances, an increase of 5 basis points per annum in each
         Applicable Margin for Level 3; (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.
<PAGE>   7
                                       3


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

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

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

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

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

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

                 "Bankruptcy Court" means the United States Bankruptcy Court
         for the District of Delaware, or such other court as may hereafter be
         granted primary jurisdiction over the Reorganization Case.

                 "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 highest 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)     the sum (adjusted to the nearest 1/4 of 1%
                 or, if there is no nearest 1/4 of 1%, to the next higher 1/4
                 of 1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
                 by dividing (A) the latest three-week moving average of
                 secondary market morning offering rates in the United States
                 for three-month certificates of deposit of major United States
                 money market banks, such three-week moving average (adjusted
                 to the basis of a year of 360 days) being determined weekly on
                 each Monday (or, if such day is not a Business Day, on the
                 next succeeding Business Day) for the three-week period ending
                 on the previous Friday by Citibank on the basis of such rates
                 reported by certificate of deposit dealers to and published by
                 the Federal Reserve Bank of New York or, if such publication
                 shall be suspended or terminated, on the basis of quotations
                 for such rates received by Citibank from three New York
                 certificate of deposit dealers of recognized standing selected
                 by Citibank, by (B) a percentage equal to 100% minus the
                 average of the daily percentages specified during such
                 three-week period 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) three-month U.S. dollar
                 non-personal time deposits in the United States, plus (iii)
                 the average during such three-week period of the annual
                 assessment rates estimated by Citibank 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; and
<PAGE>   8
                                       4



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

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

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

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

                 "Canadian Dollar" means lawful money of Canada.

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

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

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

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

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

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

                 "Citibank" means Citibank, N.A.

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

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

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

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

                 "Confidential Information" means information that the Borrower
         furnishes to the Agent or any Lender in a writing designated as
         confidential, but does not include any such information that is or
         becomes generally available to the public or that is or becomes
         available to the Agent or such Lender from a source other than the
         Borrower or any of its Affiliates.
<PAGE>   9
                                       5

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

                 "Contract Party" has the meaning specified in clause (g) of
         the definition of "Debt".

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

                 "Current Plans" means  (i) the Borrower's Third Amended Plan
         of Reorganization dated July 27, 1995 and all exhibits thereto and
         (ii) CGTC's Second Amended Plan of Reorganization, as further amended,
         dated July 17, 1995 and all exhibits thereto.

                 "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 less than six months from the date of creation
         thereof; and (y) such obligations arising in the ordinary course of
         business and maturing in more than 6 months if in the aggregate on a
         consolidated basis for the Borrower and its Subsidiaries such
         obligations are less than $1,000,000, (c) all obligations of such
         Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights
         and remedies of the seller or lender under such agreement in the event
         of default are limited to repossession or sale of such property), (e)
         all obligations of such Person as lessee under leases that have been
         or should be, in accordance with GAAP, recorded as capital leases
         ("Capitalized Leases"), valued at the amount that is or should be so
         capitalized, (f) 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, 2002, (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 obligations of such Person
         related to the sale, purchase or delivery of hydrocarbons or other
         natural resources in respect of production payments or prepaid forward
         sales (except to the extent the future delivery or purchase obligation
         is covered by hydrocarbons or other natural resources accounted for as
         inventory in accordance with GAAP or by a prepaid forward purchase or
         sale from, or guaranteed by, a Person (the "Contract Party") with
         long-term unsecured debt ratings no lower than BBB+ by S&P and Baa1 by
         Moody's (or other measurements of creditworthiness satisfactory to the
         Required Lenders); provided, however, that the foregoing
         creditworthiness requirement is applicable only if the obligations of
         such Contract Party  have not been fully satisfied); provided,
         however, that such obligations shall constitute Debt of the Borrower
         only if and to the extent that such obligations of the Borrower and
         its Subsidiaries, on a Consolidated basis, exceeds $25,000,000, (h) 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 $25,000,000 in any calendar year, disregarding for
         this purpose leases other than those with an initial or remaining
         noncancelable lease term in excess of one year, (i) 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 (j) 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 (i) 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 value of the property subject to such Lien.

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

                 "Designated Bidder" means (a) an Eligible Assignee or (b) a
         special purpose corporation that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business
<PAGE>   10
                                       6

         and that issues (or the parent of which issues) commercial paper rated
         at least "Prime-1" (or the then equivalent grade) by Moody's or "A-1"
         (or the then equivalent grade) by S&P that, in the case of either
         clause (a) or (b), (i) is organized under the laws of the United
         States or any State thereof, (ii) shall have become a party hereto
         pursuant to Sections 8.07(d), (e) and (f) and (iii) is not otherwise a
         Lender.

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

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

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

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

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

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

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

                 "Environmental Permit" means any permit, approval,  license or
         other authorization required under any Environmental Law.
<PAGE>   11
                                       7

                 "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
         to terminate such ERISA Plan 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); (d) the cessation of operations at a
         facility of the Borrower or any ERISA Affiliate in the circumstances
         described in Section 4062(e) of ERISA; (e) the withdrawal by the
         Borrower or any ERISA Affiliate from a Multiple Employer Plan during a
         plan year for which it was a substantial employer, as defined in
         Section 4001(a)(2) of ERISA; (f)  the conditions for the imposition of
         a lien under Section 302(f) of ERISA shall have been met with respect
         to any ERISA Plan; (g) the adoption of an amendment to an ERISA Plan
         requiring the provision of security to such ERISA Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of
         proceedings to terminate an ERISA Plan pursuant to Section 4042 of
         ERISA, or the occurrence of any event or condition described in
         Section 4042 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
<PAGE>   12
                                       8

         two Business Days before the first day of such Interest Period,
         subject, however, to the provisions of Section 2.08.

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

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

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

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

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

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

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

                 "GAAP" has the meaning specified in Section 1.03.

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

                 "Indenture" means the form of indenture attached as Exhibit B
         to the Borrower's Current Plan.

                 "Information Memorandum" means, collectively, (i) the
         information memorandum dated October 1995 used by the Arranger in
         connection with the syndication of the Revolving Credit Commitments
         and (ii) the summary information memorandum dated September 1995 used
         by the Managing and Co-Syndication Agents in connection with the
         management of this Agreement and the Notes and Letters of Credit
         issued hereunder, as amended and supplemented by letter dated
         September 12, 1995.

                 "Initial Swing Line Bank" means Citibank.
<PAGE>   13
                                       9

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

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

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

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

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

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

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

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

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

                 "Letter of Credit" has the meaning specified in Section
         2.01(c).
<PAGE>   14
                                       10

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

                 "Letter of Credit Facility" means $100,000,000, as such amount
         may be reduced pursuant to Section 2.05.

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

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

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

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

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

                 "Managing and Co-Syndication Agents" means Bankers Trust
         Company, Bank of Montreal, Canadian Imperial Bank of Commerce,
         Chemical Bank and Morgan Guaranty Trust Company of New York.

                 "Mandatory Reduction Date" has the meaning specified in
         Section 2.05(b).

                 "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; provided, however, that any
         such adverse change that is contemplated in either of the Current
         Plans or results from any action taken pursuant to or in accordance
         with either of the Current Plans shall not constitute a Material
         Adverse Change hereunder.

                 "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; provided, however,
         that any such adverse effect that is contemplated in either of the
         Current Plans or results from any action taken pursuant to or in
         accordance with either of the Current Plans shall not constitute a
         Material Adverse Effect hereunder, (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.

                 "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.
<PAGE>   15
                                       11

                 "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions,
         or has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

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

                 "Note" means a Revolving Credit Note or a Competitive Bid
         Note.

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

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

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

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

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

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

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

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

                 "Plans of Reorganization" means (i) the Borrower's plan of
         reorganization (including all exhibits thereto) ultimately confirmed
         by the Bankruptcy Court in the Borrower's Reorganization Case and (ii)
         CGTC's plan of reorganization (including all exhibits thereto)
         ultimately confirmed by the Bankruptcy Court in CGTC's Reorganization
         Case.

                 "Pro Rata Share" of any amount means, with respect to any
         Lender or any Swing Line Bank, as the case may be, at any time, the
         product of such amount times, in the case of a Lender, a fraction the
         numerator of which is the amount of such Lender's Revolving Credit
         Commitment at such time and the denominator of which is the aggregate
         amount of the Revolving Credit Commitments of all Lenders at such time
         and, in the case of a Swing Line Bank, a fraction the numerator of
         which is the amount of such Swing Line Bank's Swing Line Commitment at
         such time and the denominator of which is the aggregate amount of the
         Swing Line Commitments of all Swing Line Banks at such time.
<PAGE>   16
                                       12

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

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

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

                 "Reorganization Case" means each of the Borrower's and CGTC's
         case pursuant to Chapter 11 of the Bankruptcy Code administered in the
         Bankruptcy Court under case nos. 91-803(HSB) and 91-804 (HSB).

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

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

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

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

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

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

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

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

                 "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate 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.

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

                 "Swing Line Banks" means Citibank and such other Lenders
         mutually acceptable to the Borrower and the Agent.
<PAGE>   17
                                       13

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

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

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

                 "Tangible Net Worth" means, at any time, the excess of total
         assets over total liabilities of the Borrower and its Subsidiaries at
         such time, on a Consolidated basis, total assets and total liabilities
         each to be determined in accordance with GAAP, excluding, however,
         from the determination of total assets (i) goodwill, organizational
         expenses, research and development expenses, trademark, trade names,
         copyrights, patents, patent applications, licenses and rights if any
         thereof, and other similar intangibles, (ii) all prepaid expenses and
         deferred charges (other than those of the type incurred by the
         Borrower and its Subsidiaries in the ordinary course of business on or
         immediately prior to the date hereof) or unamortized debt discount and
         expense, (iii) all reserves carried and not deducted from assets, (iv)
         treasury stock, (v) securities (other than investments which are
         accounted for pursuant to GAAP as investments or property, plant and
         equipment) which are not readily marketable, (vi) cash held in a
         sinking or other analogous fund established for the purpose of
         redemption, retirement or prepayment of capital stock or indebtedness,
         except to the extent such capital stock or indebtedness is included in
         total liabilities pursuant to GAAP, (vii) any write-up in the book
         value of any asset resulting from a revaluation thereof subsequent to
         June 30, 1995, 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) the fifth
         anniversary of the Effective Date and (ii) the date of termination in
         whole of the Revolving Credit Commitments pursuant to Section 2.05 or
         6.01.

                 "Total Debt" means, at any time, all Debt (including, without
         limitation, the aggregate outstanding principal amount of all Advances
         hereunder) of the Borrower and its Subsidiaries, on a Consolidated
         basis at such time.

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

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

                 "U.S. Dollar Equivalent" means, with respect to any Canadian
         Dollar Letter of Credit Advance or the Available Amount of any
         Canadian Dollar Letter of Credit, on any date of determination, the
         equivalent in U.S. Dollars of an amount in Canadian Dollars,
         determined at the rate of exchange quoted by Reuters BOFC page, at
         12:00 p.m. (New York City time) on such date of determination, to
         prime banks in New York City for the spot purchase in the New York
         foreign exchange market of such amount of Canadian Dollars with U.S.
         Dollars.
<PAGE>   18
                                       14

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

                 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 Advances.  (a)  The Revolving Credit
Advances.  Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Revolving Credit Advances to the Borrower from
time to time on any Business Day during the period from the Effective Date
until the Termination Date in an aggregate amount not to exceed at any time
outstanding the amount set forth opposite such Lender's name on the signature
pages hereof under the caption "Revolving Credit Commitment" or, if such Lender
has entered into any Assignment and Acceptance, set forth for such Lender in
the Register maintained by the Agent pursuant to Section 8.07(g), as such
amount may and shall be reduced pursuant to Section 2.05 (such Lender's
"Revolving Credit Commitment"), provided that the aggregate amount of the
Revolving Credit Commitments of the Lenders shall be deemed used from time to
time to the extent of the aggregate amount of the Competitive Bid Advances then
outstanding and such deemed use of the aggregate amount of the Revolving Credit
Commitments shall be allocated among the Lenders ratably according to their
respective Revolving Credit Commitments (such deemed use of the aggregate
amount of the Revolving Credit Commitments being a "Competitive Bid Reduction")
and; provided further that no Revolving Credit Borrowing shall be made if,
following the making of such Revolving Credit Borrowing the aggregate amount of
the Advances then outstanding would exceed the aggregate amount of the
Revolving Credit Commitments of the Lenders.  Each Revolving Credit Borrowing
(other than a Borrowing the proceeds of which shall be used solely to repay or
prepay in full outstanding Swing Line Advances made by any Swing Line Bank or
outstanding Letter of Credit Advances made by any Issuing Lender) shall be in
an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof (or, if less, an aggregate amount equal to the amount by which
the aggregate amount of a proposed Competitive Bid Borrowing requested by the
Borrower exceeds the aggregate amount of Competitive Bid Advances offered to be
made by the Lenders and accepted by the Borrower in respect of such Competitive
Bid Borrowing, if such Competitive Bid Borrowing is made on the same date as
such Revolving Credit Borrowing) and shall consist of Revolving Credit Advances
of the same Type made on the same day by the Lenders ratably according to their
respective Revolving Credit Commitments.  Within the limits of each Lender's
Revolving Credit Commitment, the Borrower may borrow under this Section
2.01(a), prepay pursuant to Section 2.11 and reborrow under this Section
2.01(a).
<PAGE>   19
                                       15

                 (b)      The Swing Line Advances.  Each Swing Line Bank
severally agrees, on the terms and conditions hereinafter set forth, to make
Swing Line Advances to the Borrower from time to time on any Business Day from
the Effective Date until the Termination Date in an aggregate amount which
shall not exceed at any time outstanding the amount set opposite such Swing
Line Bank's name on the signature pages hereof under the caption "Swing Line
Commitments", as such amount may be reduced pursuant to Section 2.05(c) (such
amount, as it may have been so reduced, being such Swing Line Bank's "Swing
Line Commitment"); provided, however, that the aggregate amount of all Swing
Line Advances outstanding at any time shall not exceed $15,000,000 (the "Swing
Line Facility") and, provided further that no Swing Line Borrowing shall be
made if, following the making of such Swing Line Borrowing, either (i) the
Unused Revolving Credit Commitments of the Lenders shall be less than the
aggregate unpaid principal amount of the Swing Line Advances or (ii) the
aggregate amount of the Advances then outstanding would exceed the aggregate
amount of the Revolving Credit Commitments of the Lenders.  No Swing Line
Advance shall be used for the purpose of funding the payment of principal of
any other Swing Line Advance.  Each Swing Line Borrowing shall be in an amount
of $100,000 or an integral multiple of $10,000 in excess thereof and shall be
made as a Base Rate Advance.  The terms and conditions of the Swing Line
Commitment of any Swing Line Bank and the Swing Line Advances made by any such
Swing Line Bank (other than terms and conditions relating to the interest rate,
tenor or term of any such Swing Line Advance) may be modified from the terms
and conditions provided herein upon mutual agreement of the Borrower and such
Swing Line Bank.  Within the limits of the Swing Line Facility and within the
limits referred to in this Section, the Borrower may borrow under this Section
2.01(b), repay pursuant to Section 2.06 or prepay pursuant to Section 2.11 and
reborrow under this Section 2.01(b).

                 (c)      Letters of Credit.  Each Issuing Lender severally
agrees, on the terms and conditions hereinafter set forth, to issue letters of
credit (each a "Letter of Credit") for the account of the Borrower from time to
time on any Business Day during the period from the Effective Date until 60
days before the Termination Date; provided that the aggregate Available Amount
of all Letters of Credit shall not exceed at any time outstanding the lesser of
(i) $100,000,000 and (ii) the aggregate amount of the Revolving Credit
Commitments at such time; and provided further that each Letter of Credit
issued hereunder shall be either a standby Financial Obligation Letter of
Credit or a standby Performance Letter of Credit.  Classification of a Letter
of Credit as a Financial Obligation Letter of Credit or a Performance Letter of
Credit shall be determined by the Agent in its reasonable discretion.  No
Letter of Credit shall have an expiration date later than one year from the
date of issuance (excluding any provisions for the extension thereof contained
in such Letter of Credit) and under no circumstances shall any Letter of Credit
have an expiration date later than the Termination Date.  Each Issuing Lender
severally agrees, on the terms and conditions hereinafter set forth, to issue
Letters of Credit in either U.S. Dollars or Canadian Dollars.  The U.S. Dollar
Equivalent of each Canadian Dollar Letter of Credit Advance and of the
Available Amount of each Canadian Dollar Letter of Credit shall be recalculated
hereunder on each date on which it shall be necessary to determine the Unused
Revolving Credit Commitment, or any or all Letter of Credit Advances
outstanding on such date.  Within the limits of the Letter of Credit Facility,
and subject to the limits referred to above, the Borrower may request the
issuance of Letters of Credit under this Section 2.01(c), repay any Letter of
Credit Advances resulting from drawings thereunder pursuant to Section 2.04(b)
and request the issuance of additional Letters of Credit under this Section
2.01(c).

                 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-1 hereto, specifying therein the requested (i) date of such
Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving
Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing,
and (iv) in the case of a Revolving Credit Borrowing consisting of Eurodollar
Rate Advances or CD Rate Advances, initial Interest Period for each such
Revolving
<PAGE>   20
                                       16

Credit Advance.  Each Lender shall, before 11:00 A.M. (New York City time) on
the date of such Revolving Credit Borrowing, make available for the account of
its Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit Borrowing.  After
the Agent's receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available
to the Borrower at the Agent's address referred to in Section 8.02; provided,
however, that after giving effect to each Revolving Credit Advance made
hereunder, the Unused Revolving Credit Commitment shall be equal to or greater
than the amount of Swing Line Advances then outstanding, plus interest accrued
and unpaid to and as of such date.

                 (b)      Each Swing Line Borrowing shall be made on notice,
given not later than 2:00 P.M. (New York City time), or such later time as
agreed to by the Borrower and the applicable Swing Line Bank, on the date of
the proposed Swing Line Borrowing, by the Borrower to the applicable Swing Line
Bank and the Agent.  Each such notice of a Swing Line Borrowing (a "Notice of
Swing Line Borrowing") shall be by telephone, confirmed immediately in writing,
or tested telex or telecopier, specifying therein the requested (i) date of
such Swing Line Borrowing, (ii) amount of such Swing Line Borrowing and (iii)
maturity of such Swing Line Borrowing (which maturity shall be no later than
the tenth day after the requested date of such Borrowing).  The applicable
Swing Line Bank will make the amount of each Swing Line Advance available to
the Agent at the Agent's Account, in same day funds or make such amount
available to the Borrower as agreed between such applicable Swing Line Bank and
the Borrower.

                 (c)      Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $10,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or
2.13 and (ii) Revolving Credit Advances may not be outstanding as part of more
than twelve separate Borrowings; provided, however, that for purposes of the
limitation set forth in clause (ii) of this sentence, all Borrowings consisting
of Base Rate Advances shall constitute a single Borrowing.

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

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

                 (f)      The failure of any Lender to make the Advance to be
made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such
Borrowing,
<PAGE>   21
                                       17

but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

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

                 (i)      The Borrower may request a Competitive Bid Borrowing
         under this Section 2.03 by delivering to the Agent, by telecopier or
         tested telex, a notice of a Competitive Bid Borrowing (a "Notice of
         Competitive Bid Borrowing"), in substantially the form of Exhibit B-2
         hereto, specifying therein the requested (v) date of such proposed
         Competitive Bid Borrowing, (w) aggregate amount of such proposed
         Competitive Bid Borrowing, (x) in the case of a Competitive Bid
         Borrowing consisting of LIBO Rate Advances, Interest Period, or in the
         case of a Competitive Bid Borrowing consisting of Fixed Rate Advances,
         maturity date for repayment of each Fixed Rate Advance to be made as
         part of such Competitive Bid Borrowing (which maturity date may not be
         earlier than the date occurring 10 days after the date of such
         Competitive Bid Borrowing or later than the earlier of (I) 180 days
         after the date of such Competitive Bid Borrowing and (II) the
         Termination Date), (y) interest payment date or dates relating
         thereto, and (z) other terms (if any) to be applicable to such
         Competitive Bid Borrowing, not later than 10:00 A.M. (New York City
         time) (A) at least two Business Day prior to the date of the proposed
         Competitive Bid Borrowing, if the Borrower shall specify in the Notice
         of Competitive Bid Borrowing that the rates of interest to be offered
         by the Lenders shall be fixed rates per annum (the Advances comprising
         any such Competitive Bid Borrowing being referred to herein as "Fixed
         Rate Advances") and (B) at least five Business Days prior to the date
         of the proposed Competitive Bid Borrowing, if the Borrower shall
         instead specify in the Notice of Competitive Bid Borrowing that the
         rates of interest be offered by the Lenders are to be based on the
         LIBO Rate (the Advances comprising such Competitive Bid Borrowing
         being referred to herein as "LIBO Rate Advances").  Subject to clause
         (iii)(x) below, each Notice of Competitive Bid Borrowing shall be
         irrevocable and binding on the Borrower.  The Agent shall in turn
         promptly notify each Lender of each request for a Competitive Bid
         Borrowing received by it from the Borrower by sending such Lender a
         copy of the related Notice of Competitive Bid Borrowing.

                 (ii)     Each Lender may, if, in its sole discretion, it
         elects to do so, irrevocably offer to make one or more Competitive Bid
         Advances to the Borrower as part of such proposed Competitive Bid
         Borrowing at a rate or rates of interest specified by such Lender in
         its sole discretion, by notifying the Agent (which shall give prompt
         notice thereof to the Borrower), before 10:00 A.M. (New York City
         time) one Business Day prior to the date of the proposed Competitive
         Bid Borrowing, in the case of a Competitive Bid Borrowing consisting
         of Fixed Rate Advances and before 10:00 A.M. (New York City time)
         three Business Days before the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate Advances, of the minimum amount and maximum amount of each
         Competitive Bid Advance which such Lender would be willing to make as
         part of such proposed Competitive Bid Borrowing (which amounts may,
         subject to the proviso to the first sentence of this Section 2.03(a),
         exceed such Lender's Revolving Credit Commitment, if any), the rate or
         rates of interest therefor and such Lender's Applicable Lending Office
         with respect to such Competitive Bid Advance; provided that if the
         Agent in its capacity as a Lender shall, in its sole discretion, elect
         to make any such offer, it shall notify the Borrower of such offer at
         least 30 minutes before the time and on the date on which notice of
         such election is to be given to the Agent by the other Lenders.  If
         any Lender shall elect not to make such an offer, such Lender shall so
         notify the Agent, before 10:00 A.M. (New York City time) on the date
         on which notice of such election is to be given to the Agent by the
         other Lenders, and such Lender shall not be obligated to, and shall
         not, make any Competitive Bid Advance as part of such Competitive Bid
         Borrowing; provided that the failure by any Lender to give such notice
         shall not cause
<PAGE>   22
                                       18

         such Lender to be obligated to make any Competitive Bid Advance as
         part of such proposed Competitive Bid Borrowing.

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

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

                          (y)     accept one or more of the offers made by any
                 Lender or Lenders pursuant to paragraph (ii) above, in its
                 sole discretion, by giving notice to the Agent of the amount
                 of each Competitive Bid Advance (which amount shall be equal
                 to or greater than the minimum amount, and equal to or less
                 than the maximum amount, notified to the Borrower by the Agent
                 on behalf of such Lender for such Competitive Bid Advance
                 pursuant to paragraph (ii) above) to be made by each Lender as
                 part of such Competitive Bid Borrowing, and reject any
                 remaining offers made by Lenders pursuant to paragraph (ii)
                 above by giving the Agent notice to that effect.  The Borrower
                 shall accept the offers made by any Lender or Lenders to make
                 Competitive Bid Advances in order of the lowest to the highest
                 rates of interest offered by such Lenders.  If two or more
                 Lenders have offered the same interest rate, the amount to be
                 borrowed at such interest rate will be allocated among such
                 Lenders in proportion to the amount that each such Lender
                 offered at such interest rate; provided, however, that such
                 allocation may be adjusted upward or downward, as necessary,
                 to make the amount to be borrowed from each Lender equal to
                 $5,000,000 or an integral multiple of $1,000,000 in excess
                 thereof.

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

                 (v)      If the Borrower accepts one or more of the offers
         made by any Lender or Lenders pursuant to paragraph (iii)(y) above,
         the Agent shall in turn promptly notify (A) each Lender that has made
         an offer as described in paragraph (ii) above, of the date and
         aggregate amount of such Competitive Bid Borrowing and whether or not
         any offer or offers made by such Lender pursuant to paragraph (ii)
         above have been accepted by the Borrower, (B) each Lender that is to
         make a Competitive Bid Advance as part of such Competitive Bid
         Borrowing, of the amount of each Competitive Bid Advance to be made by
         such Lender as part of such Competitive Bid Borrowing, and (C) each
         Lender that is to make a Competitive Bid Advance as part of such
         Competitive Bid Borrowing, upon receipt, that the Agent has received
         forms of documents appearing to fulfill the applicable conditions set
         forth in Article III.  Each Lender that is to make a Competitive Bid
         Advance as part of such Competitive Bid Borrowing shall, before 12:00
         noon (New York City time) on the date of such Competitive Bid
         Borrowing specified in the notice received from the Agent pursuant to
         clause (A) of the preceding sentence or any later time when such
         Lender shall have received notice from the Agent pursuant to clause
         (C) of the preceding sentence, make available for the account of its
         Applicable Lending Office to the Agent at the Agent's Account, in same
         day funds, such Lender's portion of such Competitive Bid Borrowing.
         Upon fulfillment of the applicable conditions set forth in Article III
         and after receipt by the Agent of such funds, the Agent will make such
         funds available to the Borrower at the Agent's address referred to in
         Section 8.02.  Promptly after each Competitive Bid Borrowing the Agent
         will notify each Lender of the amount of the Competitive Bid
         Borrowing, the consequent Competitive Bid Reduction and the dates upon
         which such Competitive Bid Reduction commenced and will terminate.
<PAGE>   23
                                       19

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

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

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

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

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

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

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

                 SECTION 2.04.  Issuance of and Drawings and Reimbursement
Under Letters of Credit.  (a)  Request for Issuance.  Each Letter of Credit
shall be issued upon request, given not later than 11:00 A.M. (New York City
time) on the fifth Business Day prior to the date of the proposed issuance of
such Letter of Credit (or such shorter notice as agreed between the Borrower
and any Issuing Lender), by the Borrower to the Agent, which shall give to each
Issuing Lender prompt notice thereof by tested telex, telecopier or cable.
Each such request for issuance of a Letter of Credit (a "Letter of Credit
Request") shall be by telephone, confirmed immediately in writing, or
telecopier or tested telex
<PAGE>   24
                                       20

substantially in the form of Exhibit B-3 hereto, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B)
currency and Available Amount of such Letter of Credit, (C) expiration date of
such Letter of Credit (which shall not be more than one year from the date of
issuance), (D) name and address of the beneficiary of such Letter of Credit and
(E) form of such Letter of Credit.  If the requested form of such Letter of
Credit is reasonably acceptable to the Issuing Lender, the Issuing Lender will,
upon fulfillment of the applicable conditions set forth in Article III, make
such Letter of Credit available to the Borrower at its office referred to in
Section 8.02 or as otherwise agreed with the Borrower in connection with such
issuance.  Within a reasonable time after the issuance of each Letter of Credit
hereunder, the Agent shall provide notice thereof and a copy of such Letter of
Credit to each Lender.

                 (b)      Drawing and Reimbursement.  (i)  The payment by any
Issuing Lender of a draft drawn under any Letter of Credit shall constitute for
all purposes of this Agreement the making by such Issuing Lender of an Advance
(each being a "Letter of Credit Advance"), which initially shall be a Base Rate
Advance (subject to Section 2.10), in the amount of such draft; provided,
however, that if, at the time of any such drawing under a Letter of Credit the
Borrower is not able to satisfy each of the conditions set forth in Section
3.02, such drawing shall not constitute an advance hereunder and the Borrower
shall immediately reimburse the Issuing Lender for such amount drawn.  The
payment by any Issuing Lender of a draft drawn under any Canadian Dollar Letter
of Credit shall constitute for all purposes of this Agreement the making by
such Issuing Lender of a Canadian Dollar Letter of Credit Advance; provided,
however, that if, at the time of any such drawing under a Canadian Dollar
Letter of Credit the Borrower is not able to satisfy each of the conditions set
forth in Section 3.02, such drawing shall not constitute an Advance hereunder
and the Borrower shall immediately reimburse the Issuing Lender for such amount
drawn.  Upon the making of a Canadian Dollar Letter of Credit Advance, the
amount of such Advance in Canadian Dollars shall be immediately converted to
the U.S. Dollar Equivalent and shall thereafter constitute a Base Rate Advance
in the amount of such U.S. Dollar Equivalent.  Upon written demand by any
Issuing Lender with an outstanding Letter of Credit Advance, with a copy of
such demand to the Agent, each other Lender shall purchase from such Issuing
Lender, and such Issuing Lender shall sell and assign to each such other
Lender, such other Lender's Pro Rata Share of such outstanding Letter of Credit
Advance as of the date of such purchase, by making available for the account of
its Applicable Lending Office to the Agent for the account of such Issuing
Lender, by deposit to the Agent's Account, in same day funds, an amount equal
to the portion of the outstanding principal amount of such Letter of Credit
Advance to be purchased by such other Lender; provided, however, that so long
as such written demand shall be made by any such Issuing Lender within two
Business Days of the making of such Letter of Credit Advance, each such
purchasing Lender shall also pay its Pro Rata Share of the interest accrued on
such Letter of Credit Advance through the date of such demand and; provided
further, that if any Lender's public debt rating (as such term is defined in
the definition of "Applicable Margin") falls below BBB- or Baa3 by S&P or
Moody's, respectively, such Lender shall immediately cash collateralize its Pro
Rata Share of the Available Amount of all Letters of Credit issued and
outstanding at such time by depositing such amount into the L/C Cash Collateral
Account.  Promptly after receipt of all such funds from the purchasing Lenders,
the Agent shall transfer such funds to such Issuing Lender.  The Borrower
hereby agrees to each such sale and assignment.  Each Lender agrees to purchase
its Pro Rata Share of an outstanding Letter of Credit Advance on (A) the
Business Day on which demand therefor is made by the Issuing Lender which made
such Advance, provided notice of such demand is given not later than 11:00 A.M.
(New York City time) on such Business Day or (B) the first Business Day next
succeeding such demand if notice of such demand is given after such time.  Upon
any such assignment by an Issuing Lender to any other Lender of a portion of a
Letter of Credit Advance, such Issuing Lender represents and warrants to such
other Lender that such Issuing Lender is the legal and beneficial owner of such
interest being assigned by it, free and clear of any liens, but makes no other
representation or warranty and assumes no responsibility with respect to such
Letter of Credit Advance, this Agreement or any party hereto.  If and to the
extent that any Lender shall not have so made the amount of such Letter of
Credit Advance available to the Agent, such Lender agrees to pay to the Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by such Issuing Lender until the date such amount is
paid to the Agent, at the Federal Funds Rate for its account or the account of
such Issuing Lender, as applicable.  If such Lender shall pay to the Agent such
amount for the account of such Issuing Lender on any Business Day, such amount
so paid in respect of principal shall constitute a Letter of Credit Advance
made by such Lender on such Business Day for purposes of this Agreement, and
the outstanding principal amount of the Letter of Credit Advance made by such
Issuing Lender shall be reduced by such amount on such Business Day.
<PAGE>   25
                                       21

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

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

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

                 (b)      Mandatory  Reduction of Revolving Credit Commitments.
The aggregate Revolving Credit Commitment of all Lenders shall be reduced pro
rata on December 31, 1997 and on the last day of each March, June, September
and December thereafter until and including September 30, 2000 (each such date
being a "Mandatory Reduction Date") such that the aggregate Revolving Credit
Commitment on each Mandatory Reduction Date shall be no greater than the amount
set forth below (such amounts being subject to further reduction, from time to
time, pursuant to Section 2.05(a)):

<TABLE>                                                     
<CAPTION>                                                   
                                                               Revolving Credit
               Mandatory Reduction Date                           Commitment
               ------------------------                           ----------
                 <S>                                            <C>
                 December 31, 1997                              $975,000,000
                 March 31, 1998                                 $950,000,000
                 June 30, 1998                                  $925,000,000
                 September 30, 1998                             $900,000,000
                 December 31, 1998                              $875,000,000
                 March 31, 1999                                 $850,000,000
                 June 30, 1999                                  $825,000,000
                 September 30, 1999                             $800,000,000
                 December 31, 1999                              $775,000,000
                 March 31, 2000                                 $750,000,000
                 June 30, 2000                                  $725,000,000
                 September 30, 2000                             $700,000,000
</TABLE>                                                    

                 (c)      Optional Termination or Reduction of Swing Line
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 Swing Line Commitments of the Swing Line Banks, provided
that each such partial reduction shall be in the aggregate amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof.

                 SECTION 2.06.  Repayment of Advances.  (a)  Revolving Credit
Advances.  The Borrower shall repay to the Agent for the ratable account of the
Lenders on the Termination Date the aggregate principal amount of the Revolving
Credit Advances then outstanding.
<PAGE>   26
                                       22

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

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

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

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

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

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

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

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

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

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

                 (i)      Base Rate Advances.  During such periods as such
         Advance is a Base Rate Advance, a rate per annum equal at all times to
         the sum of (x) the Base Rate in effect from time to time plus (y) the
         Applicable Margin in effect from time to time, payable in arrears
         quarterly on the last day of each March, June, September and December
         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
<PAGE>   27
                                       23

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

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

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

                 (b)      If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Agent prior to the commencement of the Interest
Period therefor that the Eurodollar Rate for such Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert
Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended
until the Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.
<PAGE>   28
                                       24

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

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

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

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

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

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

                 (iii)    the obligation of the Lenders to make Eurodollar Rate
         Advances, CD Rate Advances or LIBO Rate Advances or to Convert
         Revolving Credit Advances into Eurodollar Rate Advances shall be
         suspended until the Agent shall notify the Borrower and the Lenders
         that the circumstances causing such suspension no longer exist.

                 SECTION 2.09.  Fees.  (a)  Facility Fee.  The Borrower agrees
to pay to the Agent for the account of each Lender (other than the Designated
Bidders)  a facility fee on the daily aggregate amount of such Lender's
Revolving Credit Commitment from the earlier of (i) the Effective Date or (ii)
30 days following the date hereof in the case of each Initial Lender and from
the effective date specified in the Assignment and Acceptance pursuant to which
it became a Lender (but not prior to the earlier of (i) the Effective Date or
(ii) 30 days following the date hereof) in the case of each other Lender until
the Termination Date at a rate per annum equal to the Applicable Margin in
effect from time to time, payable in arrears quarterly on the last day of each
March, June, September and December, commencing December 31, 1995, and on the
Termination Date.

                 (b)      Swing Line Bank Fee.   The Borrower agrees to pay to
the Agent for the account of each Swing Line Bank a facility fee on such Swing
Line Bank's Pro Rata Share of the Swing Line Facility from the earlier of (i)
the Effective Date or (ii) 30 days following the date hereof in the case of an
Initial Swing Line Bank and from the date that it became a Swing Line Bank (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 Swing Line Bank until the
Termination Date at a rate per annum equal to the Applicable Margin in effect
from time to time, payable in arrears quarterly on the last day of each March,
June, September and December, commencing December 31, 1995, and on the
Termination Date.

                 (c)      Participation Fee.  The Borrower shall pay to the
Agent for the account of each Initial Lender a one time, up-front fee equal to
a percentage (as agreed between the Borrower and the Arranger) of such Initial
Lender's Revolving Credit Commitment.
<PAGE>   29
                                       25

                 (d)      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.

                 (e)      Arranger's Fee.  The Borrower shall pay to the
Arranger for its own account such fees as agreed between the Borrower and the
Arranger.

                 (f)      Managing and Co-Syndication Agents' Fee.  The
Borrower shall pay to the Agent for the account of each Managing and
Co-Syndication Agent such fees as agreed between the Borrower and the Agent.

                 (g)      Letter of Credit Fees.  (i)  The Borrower shall pay
to the Agent for the account of each Lender a commission on such Lender's Pro
Rata Share of the daily aggregate Available Amount (in U.S. Dollars) of all
Letters of Credit outstanding from time to time at the rate per annum equal to
(A) the Applicable Margin for Eurodollar Rate Advances for Financial Obligation
Letters of Credit and (B) 50% of the Applicable Margin for Eurodollar Rate
Advances for Performance Letters of Credit, payable in arrears quarterly on the
last Business Day of each March, June, September and December, commencing
December 31, 1995, and on the Termination Date.

                 (ii)     The Borrower shall pay to the Agent for the account
of each Issuing Lender a commission on the daily aggregate Available Amount (in
U.S. Dollars) of all Letters of Credit issued by such Issuing Lender and
outstanding from time to time at the rate per annum equal to 1/8 of 1%, payable
in arrears quarterly on the last Business Day of each March, June, September
and December, commencing December 31, 1995, and on the Termination Date.

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

                 SECTION 2.11.  Prepayments of Advances.  (a)  Optional.  The
Borrower may, upon (i) at least three Business Days' notice in the case of a
Eurodollar Rate Advance or CD Rate Advance, (ii) at least one Business Days'
notice in the case of  a Base Rate Advance and (iii) same day notice in the
case of a Swing Line Advance, in each case to the Agent stating the proposed
date and aggregate principal amount of the prepayment, and if such notice is
given the Borrower shall, prepay the outstanding principal amount of such
Advances (other than Competitive Bid Advances) comprising part of the same
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the
case of Swing Line Advances, the full amount of any such Swing Line Advance);
provided, however, that following each partial prepayment of any Eurodollar
Rate Advance the remaining outstanding amount of such Advance shall be at least
$10,000,000 and (y) in the event of any such prepayment of a Eurodollar Rate
Advance or CD Rate Advance other than on the last day of the Interest Period
therefor, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.04(c).
<PAGE>   30
                                       26

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

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

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

                 SECTION 2.12.  Increased Costs.  (a)  If, due to either (i)
the introduction of or any change in or in the interpretation of any law or
regulation, with respect to any Eurodollar Rate Advance or CD Rate Advance,
after the date hereof, and with respect to any LIBO Rate Advance, after the
date on which one or more Lenders offered to make such LIBO Rate Advance or
(ii) the compliance with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law), adopted
or made, with respect to any Eurodollar Rate Advance or CD Rate Advance, after
the date hereof, and with respect to any LIBO Rate Advance, after the date on
which one or more Lenders offered to make such LIBO Rate Advance, there shall
be any increase in the cost to any Lender of agreeing to make or making,
funding or maintaining Eurodollar Rate Advances, CD Rate Advances or LIBO Rate
Advances (excluding for purposes of this Section 2.12 any such increased costs
resulting from taxes, including Taxes and Other Taxes (as to which Section 2.15
shall govern)), then the Borrower shall from time to time, upon demand by such
Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender additional amounts sufficient to compensate such Lender
for such increased cost to the extent actually incurred; provided, however,
that, before making any such demand, each Lender agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a designation would avoid the need for, or reduce the amount of, such
increased cost and would not, in the sole reasonable judgment of such Lender,
be otherwise disadvantageous to such Lender.  A certificate as to the amount of
such increased cost, setting forth the basis therefor in reasonable detail,
submitted to the Borrower and the Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.

                 (b)      If any Lender reasonably determines that compliance
with any law or regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) adopted
after the date hereof affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments
of this type, then, upon demand by such Lender (with a copy of such demand to
the Agent), the Borrower shall pay to the Agent for the account of such
<PAGE>   31
                                       27

Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such corporation in the light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's
commitment to lend hereunder to the extent actually incurred; provided,
however, that, before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Applicable Lending Office if
the making of such a designation would avoid the need for, or reduce the amount
of, such additional amounts payable under this subsection (b) and would not, in
the sole reasonable judgment of such Lender, be otherwise disadvantageous to
such Lender.  A certificate as to such amounts setting forth the basis therefor
in reasonable detail, submitted to the Borrower and the Agent by such Lender
shall be conclusive and binding for all purposes, absent manifest error.

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

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

                 SECTION 2.13.  Illegality.  Notwithstanding any other
provision of this Agreement, if any Lender shall notify the Agent and the
Borrower that the introduction of or any change in or in the interpretation of
any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its
Eurodollar Lending Office to perform its obligations hereunder to make
Eurodollar Rate Advances or LIBO Rate Advances or to fund or maintain
Eurodollar Rate Advances or LIBO Rate Advances hereunder, (i) the obligation of
the Lenders to make Eurodollar Rate Advances or LIBO Rate Advances, as the case
may be, or to Convert Revolving Credit Advances into Eurodollar Rate Advances
shall be suspended, whereupon any request by the Borrower for a Borrowing
comprised of Eurodollar Rate Advances shall be deemed a request for a Base Rate
Advance until the affected Lender shall notify the Agent and the Borrower that
the circumstances causing such suspension no longer exist and (ii) the Lenders
may require that all outstanding Eurodollar Rate Advances and LIBO Rate
Advances, as the case may be, made by it be Converted to Base Rate Advances, in
which event all such Eurodollar Rate Advances and LIBO Rate Advances, as the
case may be, shall be automatically Converted to Base Rate Advances as of the
effective date of such notice; provided, however, that each Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Eurodollar Lending Office if
the making of such a designation would enable such Lender to withdraw its
notice under this Section and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.  In the event any Lender
shall notify the Agent and the Borrower of the occurrence of the circumstances
causing such suspension under this Section, all payments and prepayments of
principal that would otherwise have been applied to repay the Eurodollar Rate
Advances or LIBO Rate Advances that would have been made by such Lender or the
Converted Eurodollar Rate Advances shall instead be applied to repay the Base
Rate Advances made by such Lender in lieu of such Eurodollar Rate Advances or
LIBO Rate Advances, or resulting from the Conversion of such Eurodollar Rate
Advances.  For purposes of this Section 2.13, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Rate Advance and LIBO Rate
Advance, if lawful, on the last day of the Interest Period currently applicable
to such Eurodollar Rate Advance or LIBO Rate Advance, as the case may be; in
all other cases such notice shall be effective on the date of the occurrence of
the circumstances causing such suspension.

                 SECTION 2.14.  Payments and Computations.  (a)  The Borrower
shall make each payment hereunder and under the Notes and any Letter of Credit
not later than 11:00 A.M. (New York City time) on the day when due in U.S.
dollars to the Agent at the Agent's Account in same day funds.  The Agent will
promptly thereafter cause to be
<PAGE>   32
                                       28

distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.03,
2.12, 2.15 or 8.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement.  Upon its acceptance of an Assignment and Acceptance and recording
of the information contained therein in the Register pursuant to Section
8.07(c), from and after the effective date specified in such Assignment and
Acceptance, the Agent shall make all payments hereunder and under the Notes and
any Letter of Credit in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

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

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

                 (d)      Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender.  If
and to the extent the Borrower shall not have so made such payment in full to
the Agent, each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from
the date such amount is distributed to such Lender until the date such Lender
repays such amount to the Agent, at the Federal Funds Rate.

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

                 (b)      In addition, the Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies that arise from any payment made under any  Note or
from
<PAGE>   33
                                       29

the execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or any the Note (hereinafter referred to as "Other
Taxes").

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

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

                 (e)      Each Lender organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender, on
the date of the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as requested
in writing by the Borrower (but only so long as such Lender remains lawfully
able to do so), shall provide each of the Agent and the Borrower with two
original Internal Revenue Service forms 1001 or 4224, as appropriate, or any
successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement or the Notes.  If the
forms provided by a Lender at the time such Lender first becomes a party to
this Agreement indicates a United States interest withholding tax rate in
excess of zero, withholding tax at such rate shall be considered excluded from
Taxes unless and until such Lender provides the appropriate forms certifying
that a lesser rate applies, whereupon withholding tax at such lesser rate only
shall be considered excluded from Taxes for periods governed by such form;
provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the
Lender assignor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) the lesser of (i) the United States withholding tax, if any, applicable
with respect to the Lender assignee on such date and (ii) the United States
withholding tax, if any, applicable with respect to the Lender assignor on such
date.  For purposes of this subsection (e), the term Assignment and Acceptance
shall include a change in the Applicable Lending Office of a Lender.  If any
form or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001
or 4224, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.

                 (f)      For any period with respect to which a Lender has
failed to provide the Borrower with the appropriate form described in Section
2.15(e) (other than if such failure is due to a change in law occurring
subsequent to the date on which a form originally was required to be provided,
or if such form otherwise is not required under the first sentence of
subsection (e) above), such Lender shall not be entitled to indemnification
under Section 2.15(a) or (c) with respect to Taxes imposed by the United States
by reason of such failure; provided, however, that should a Lender become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as the Lender shall reasonably request to
assist the Lender to recover such Taxes and any cost or expense incurred by the
Borrower in connection therewith shall be promptly reimbursed by such Lender.
<PAGE>   34
                                       30

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

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

                 SECTION 2.16.  Sharing of Payments, Etc.  If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.12, 2.15 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the
other Lenders such participation in the Revolving Credit Advances owing to them
as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered.  The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section 2.16
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                 SECTION 2.17.  Use of Proceeds.  The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Borrower and its Subsidiaries,
including, without limitation, making distributions to creditors required under
the Plans of Reorganization.


                                  ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

                 SECTION 3.01.  Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03.  Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the first date occurring not later than December 31,
1995 (the "Effective Date") on which the following conditions precedent have
been satisfied:

                 (a)      There shall have occurred no Material Adverse Change
         since December 31, 1994.

                 (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.
<PAGE>   35
                                       31

                 (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 Managing and Co-Syndication
         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:

                          (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 Baa3 from Moody's.

                 (h)      The Bankruptcy Court shall have entered an order or
         orders confirming the Plans of Reorganization, and such order or
         orders shall not have been judicially stayed.

                 (i)      The Borrower or CGTC shall not have waived any
         material condition of the Plans of Reorganization without the consent
         of the Agent and the Lenders and all material changes and deviations
         in the Plans of Reorganization from the Current Plans shall be
         satisfactory to the Agent and the Lenders.

                 (j)      The Plans of Reorganization shall be substantially
         consummated (or will be substantially consummated with the
         distributions required to be made with the proceeds of the initial
         Revolving Credit Advance hereunder and the initial Letters of Credit
         issued hereunder and the other securities contemplated by the Plans of
         Reorganization).

                 (k)      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.
<PAGE>   36
                                       32

                          (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 Cravath, Swaine &
                 Moore, counsel for the Borrower, substantially in the form of
                 Exhibit E hereto and as to such other matters as any Lender
                 through the Agent may reasonably request.

                          (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.

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

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

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

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

                 (a)      the representations and warranties contained in
         Section 4.01 are correct on and as of the date of such Competitive Bid
         Borrowing, before and after giving effect to such Competitive Bid
         Borrowing and to the application of the proceeds therefrom, as though
         made on and as of such date,
<PAGE>   37
                                       33

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

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

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

                 (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) law or any contractual
         restriction binding on or, to the Borrower's knowledge, affecting the
         Borrower (except that certain orders are required under PUHCA for the
         performance of this Agreement and the execution, performance and
         delivery of any Note hereunder, which orders have been obtained) or
         (B) result in the imposition of any Lien.

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

                 (d)      This Agreement has been, and each of the other Loan
         Documents to which the Borrower is a party when delivered hereunder
         will have been, duly executed and delivered by the Borrower.  This
         Agreement is, and each of the other Loan Documents to which the
         Borrower is a party when delivered hereunder will be, the legal, valid
         and binding obligation of the Borrower enforceable against the
         Borrower in accordance with their respective terms.
<PAGE>   38
                                       34

                 (e)      The Consolidated balance sheet of the Borrower and
         its Subsidiaries as of December 31, 1994, 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, 1995, 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, 1995, and said statements of income and cash flows for
         the nine months then 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, 1994, 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.

                 (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 ERISA and Environmental Laws as provided in Section
         5.01(a), except in each case to the extent that failure to do so is
         not reasonably likely to have a Material Adverse Effect.

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

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

                 (l)      Neither the Borrower nor any ERISA Affiliate has been
         notified by the sponsor of a Multiemployer Plan that such
         Multiemployer Plan is in reorganization or has been terminated, within
         the meaning of Title IV of ERISA, and no such Multiemployer Plan is
         reasonably expected to be in reorganization or to be terminated,
         within the meaning of Title IV of ERISA, where such notification,
         reorganization or termination is reasonably likely to result in a
         Material Adverse Effect.
<PAGE>   39
                                       35

                                   ARTICLE V

                           COVENANTS OF THE BORROWER

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

                 (a)      Compliance with Laws, Etc.  Comply, and cause each of
         its Material Subsidiaries to comply, in all material respects, with
         all material contracts to which it is a party and all applicable laws,
         rules, regulations and orders, such compliance to include, without
         limitation, compliance with ERISA and Environmental Laws, except in
         each case to the extent that failure to do so is not reasonably likely
         to 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
         the Board of Directors of the Borrower or such Subsidiary shall
         determine that the preservation thereof is no longer desirable in the
         conduct of the business of the Borrower or such Subsidiary, as the
         case may be, and that the loss thereof is not disadvantageous in any
         material respect to the Borrower and its Subsidiaries taken as a whole
         or the Lenders.

                 (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.
<PAGE>   40
                                       36

                 (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 such Wholly-Owned Subsidiaries have no
         Debt (other than Capital Leases) owing to any third party other than
         the Borrower or another of its Wholly-Owned Subsidiaries) 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 Wholly-Owned Subsidiaries at rates of interest
         based upon the Borrower's cost of capital and (ii) transactions
         between the Borrower and Wholly-Owned Subsidiaries, or between
         Wholly-Owned Subsidiaries, conducted at cost, shall be permitted.

                 (i)      Reporting Requirements.  Furnish to the Lenders:

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

                          (ii)    as soon as available and in any event within
                 120 days after the end of each fiscal year of the Borrower,
                 (A) a copy of the annual audit report for such year for the
                 Borrower and its Subsidiaries, containing Consolidated balance
                 sheets of the Borrower and its Subsidiaries as of the end of
                 such fiscal year and Consolidated statements of income and
                 cash flows of the Borrower and its Subsidiaries for such
                 fiscal year, in each case accompanied by an opinion (without
                 material qualification) by Arthur Andersen, LLP or other
                 independent public accountants acceptable to the Required
                 Lenders, provided that in the event of any change in GAAP used
                 in the preparation of such financial statements, the Borrower
                 shall also provide, if necessary for the determination of
                 compliance with Section 5.03, a statement of reconciliation
                 conforming such financial statements to GAAP and (B)
                 consolidating balance sheets of the Borrower and its
                 Subsidiaries as of the end of such fiscal year and
                 consolidating statements of income and cash flows of the
                 Borrower and its Subsidiaries for such fiscal year;
<PAGE>   41
                                       37

                          (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 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(h)), 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(h);

                          (vi)    promptly and in any event within 15 days
                 after the Borrower or any ERISA Affiliate knows or has reason
                 to know that any ERISA Event has occurred, 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 10 days
                 after the receipt thereof by the Borrower or any ERISA
                 Affiliate, a copy of the annual actuarial report for each
                 ERISA Plan the funded current liability percentage (as defined
                 in Section 302(d)(8) of ERISA) of which is less than 90% or
                 the unfunded current liability of which exceeds $10,000,000;

                          (ix)    promptly and in any event within five
                 Business Days after receipt thereof by the Borrower or 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, (B) the
                 reorganization or termination, within the meaning of Title IV
                 of ERISA, of any such Multiemployer Plan 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.
<PAGE>   42
                                       38

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

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

                          (i)     Permitted Liens,

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

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

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

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

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

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

                          (viii)  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.
<PAGE>   43
                                       39

                 (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.;  Commonwealth Gas
                          Services, Inc.;

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

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

                 (e)      Limitation on Material Subsidiary Funding. Enter into
         any agreement or understanding, and shall not permit any Material
         Subsidiary to (except with the Borrower) enter into any agreement or
         understanding, which by its terms limits, in any material respect, a
         Material Subsidiary's ability to make funds available to the Borrower
         (whether by way of dividend or other distribution or by way of
         repayment of intercompany indebtedness); provided, however, that the
         foregoing shall not prohibit (i) agreements and understandings to
         which a Subsidiary is a party on the date such Subsidiary first
         becomes 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.  Financial Covenants.  So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
shall have any Revolving Credit Commitment hereunder, the Borrower will:

                 (a)      Tangible Net Worth.  Maintain at all times a Tangible
         Net Worth of not less than $1,250,000,000.

                 (b)      Leverage Ratio.  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:
<PAGE>   44
                                       40

<TABLE>
<CAPTION>
                          Relevant Period                          Ratio
                          ---------------                          -----
                          <S>                                      <C>
                          Effective Date - 12/30/96                0.685:1.00
                          12/31/96 - 12/30/98                      0.675:1.00
                          12/31/98 - Termination Date              0.650:1.00
</TABLE>


                                   ARTICLE VI

                               EVENTS OF DEFAULT

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

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

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

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

                 (d)      (i) The Borrower or any of its Material Subsidiaries
         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
<PAGE>   45
                                       41

         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 $10,000,000 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)      (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

                 (h)      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 $10,000,000 in the
         aggregate as a result of one or more of the following:  (i) the
         occurrence of any ERISA Event; (ii) the partial or complete withdrawal
         of the Borrower or any of its ERISA Affiliates from a Multiemployer
         Plan; or (iii) the reorganization or termination of a Multiemployer
         Plan;

then, and in any such event, the Agent (i) shall at the request, or may with
the consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Letter of Credit
Advances) or to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the Notes,
all interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Notes, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrower; provided, however, that in the event of an
actual or deemed entry of an order for relief with respect to the Borrower
under the Federal Bankruptcy Code, (A) the obligation of each Lender to make
Advances (other than Letter of Credit Advance) and issue Letters of Credit
shall
<PAGE>   46
                                       42

automatically be terminated and (B) the Notes, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower.

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


                                  ARTICLE VII

                                   THE AGENT

                 SECTION 7.01.  Authorization and Action.  Each Lender hereby
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto.  As to any matters not
expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Agent shall not be required to take any action that
exposes the Agent to personal liability or that is contrary to this Agreement
or applicable law.  The Agent agrees to give to each Lender prompt notice of
each notice given to it by the Borrower pursuant to the terms of this
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
<PAGE>   47
                                       43

any other Lender and may exercise the same as though it were not the Agent; and
the term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include Citibank in its individual capacity. Citibank and its Affiliates may
accept deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of
business with, the Borrower, any of its Subsidiaries and any Person who may do
business with or own securities of the Borrower or any such Subsidiary, all as
if Citibank were not the Agent and without any duty to account therefor to the
Lenders.

                 SECTION 7.04.  Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon the Agent or
any other Lender and based on the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.  Each
Lender also acknowledges that it will, independently and without reliance upon
the Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.

                 SECTION 7.05.  Indemnification.  The Lenders (other than the
Designated Bidders) agree to indemnify the Agent (to the extent not reimbursed
by the Borrower), ratably according to the respective principal amounts of the
Revolving Credit Notes then held by each of them (or if no Revolving Credit
Notes are at the time outstanding or if any Revolving Credit Notes are held by
Persons that are not Lenders, ratably according to the respective amounts of
their Revolving Credit Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by the Agent under
this Agreement, provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Agent's gross
negligence or willful misconduct.  Without limitation of the foregoing, each
Lender (other than the Designated Bidders) agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights 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 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.  Managing and Co-Syndication Agents as Lenders.
No Managing and Co-Syndication Agent shall have any rights, responsibilities or
obligations other than as a Lender hereunder.
<PAGE>   48
                                       44

                                  ARTICLE VIII

                                 MISCELLANEOUS

                 SECTION 8.01.  Amendments, Etc. Other than as specified in
Section 2.01(b) or 5.02(b), no amendment or waiver of any provision of this
Agreement or the Notes, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Required Lenders, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders (other than the Designated Bidders), do
any of the following:  (a) waive any of the conditions specified in Section
3.01, (b) increase the Revolving Credit Commitments of the Lenders or subject
the Lenders to any additional obligations, (c) reduce the principal of, or
interest on, the Notes or any fees or other amounts payable to the Lenders
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable to the Lenders
hereunder, (e) change the percentage of the Revolving Credit Commitments 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 20
Montchanin Road,Wilmington, Delaware 19807, Attention:  Treasurer; if to any
Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a
Lender; and if to the Agent, at its address at 1 Court Square, 7th Floor, Zone
1, Long Island City, New York 11120, Attention: Wendy Rutherford; 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, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) 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).
<PAGE>   49
                                       45

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

                 (ii)     Any action, inaction or omission suffered or taken by
any Issuing Lender in connection with any Letter of Credit, if taken in good
faith and in conformity with foreign or U.S. laws or regulations, shall be
binding upon the Borrower and shall not place any Issuing Lender under any
resulting liability to the Borrower.  Without limiting the generality of the
foregoing, the Issuing Lenders (a) may act in reliance upon any oral,
telephonic, telegraphic, facsimile electronic or written request or notice in
good faith believed to have been authorized by the Borrower, (b) shall not be
responsible for the form, genuineness, identity or authority of any signer or
falsification or legal effect of documents presented under any Letter of Credit
if such documents on their face appear to be in order, (c) may accept or pay as
complying with the terms of any Letter of Credit any drafts or other documents
appearing on their face to be signed by or issued to the administrator,
executor, successor or trustee in bankruptcy of, or the receiver of any
property of, or any other person or entity acting as the representative or in
the place of the beneficiary, (d) may waive inconsequential discrepancies and
letter of credit terms imposed solely for bank convenience or bank protection
and (e) shall be fully protected in acting in accordance with any prevailing
banking usage.  Assistance provided by any Issuing Lender in preparing the
text of any Letter of Credit shall not deem such Issuing Lender the drafter of
such Letter of Credit and such Issuing Lender shall not be responsible for the
effectiveness or suitability of such Letter of Credit for the Borrower's
commercial purpose.  Notwithstanding anything contained in this Section 8.04(b)
or in Section 2.06(c)(ii), no Issuing Lender will be excused from any liability
for damage, loss or expense if such damage, loss or expense is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Issuing Lender's gross negligence or willful misconduct;
provided, however, that no Issuing Lender shall be liable to the Borrower for
any consequential or special damages relating to any Letter of Credit.

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

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

                 SECTION 8.05.  Right of Set-off.  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
<PAGE>   50
                                       46

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 set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of each Lender under this Section are in addition to other rights
and remedies (including, without limitation, other rights of set-off) that such
Lender and its Affiliates may have.

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

                 SECTION 8.07.  Assignments, Designations and Participations.
(a)  Each Lender (other than the Designated Bidders) may, upon the written
consent of the Borrower (which consent shall not be unreasonably withheld) and,
if demanded by the Borrower (following a demand by such Lender pursuant to
Section 2.12 or 2.15 or notice from such Lender pursuant to Section 2.13) upon
at least five Business Days' notice to such Lender and the Agent, will, assign
to one or more Persons all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment, the Advances owing to it and the Note or Notes
held by it); provided, however, that (i) each such assignment shall be of a
constant, and not a varying, percentage of all rights and obligations under
this Agreement (other than any right to make Competitive Bid Advances,
Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except in
the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Revolving Credit Commitment
of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than the lesser of (A) 1% of the
total Revolving Credit Commitment, (B) $5,000,000 or (C) the full amount of
such assigning Lender's Revolving Credit Commitment, (iii) unless an assigning
Lender assigns the full amount of its Revolving Credit Commitment, such
assigning Lender may not assign Revolving Credit Commitments such that its
remaining Revolving Credit Commitments are in an amount less than the lesser of
(A) 1% of the total Revolving Credit Commitment or (B) $5,000,000; (iv) each
such assignment shall be to an Eligible Assignee, (v) each such assignment made
as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall
be arranged by the Borrower after consultation with the Agent and shall be
either an assignment of all of the rights and obligations of the assigning
Lender under this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or other such
assignments that together cover all of the rights and obligations of the
assigning Lender under this Agreement, (vi) no Lender shall be obligated to
make any such assignment as a result of a demand by the Borrower pursuant to
this Section 8.07(a) unless and until such Lender shall have received one or
more payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount
of the Advances owing to such Lender, together with accrued interest thereon to
the date of payment of such principal amount and all other amounts payable to
such Lender under this Agreement, and (vii) the parties to each such assignment
shall provide the Agent with written notice of such assignment and shall
execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Revolving Credit Note
subject to such assignment and a processing and recordation fee of $3,000;
provided 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
<PAGE>   51
                                       47

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 to such
Assignment and Acceptance and, if the assigning Lender has retained a Revolving
Credit Commitment hereunder, a new Revolving Credit Note to the order of the
assigning Lender in an amount equal to the Revolving Credit Commitment retained
by it hereunder.  Such new Revolving Credit Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Revolving Credit Note or Notes, shall be dated the effective date
of such Assignment and Acceptance and shall otherwise be in substantially the
form of Exhibit A-1 hereto.

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

                 (e)      By executing and delivering a Designation Agreement,
the Lender making the designation thereunder and its designee thereunder
confirm and agree with each other and the other parties hereto as follows:  (i)
such Lender makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties
<PAGE>   52
                                       48

or representations made in or in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such designee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Designation Agreement; (iv)
such designee will, independently and without reliance upon the Agent, such
designating Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
designee confirms that it is a Designated Bidder; (vi) such designee appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto; and (vii) such designee agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

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

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

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

                 (i)      Any Lender may, in connection with any assignment,
designation or participation or proposed assignment, designation or
participation pursuant to this Section 8.07, disclose to the assignee, designee
or participant or proposed assignee, designee or participant, any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure, the assignee, designee
or participant or proposed assignee, designee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender on the terms set forth in Section
8.08.
<PAGE>   53
                                       49

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

                 SECTION 8.08.  Confidentiality.  Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and,
as contemplated by Section 8.07(i), to actual or prospective assignees and
participants, provided that any Person to whom disclosure is made shall agree
to be bound by this Section, (b) as required by any law, rule or regulation or
judicial process, provided that, to the extent practicable, prior notice of
such disclosure shall be given to the Borrower, (c) to any rating agency when
required by it, provided that, prior to any such disclosure, such rating agency
shall undertake to preserve the confidentiality of any Confidential Information
relating to the Borrower received by it from such Lender, and (d) as requested
or required by any state, federal or foreign authority or examiner regulating
banks or banking.  Each Lender and each other Person required to preserve the
confidentiality of Confidential Information hereunder shall use such
information only for purposes of evaluating extensions of credit to the
Borrower and its Subsidiaries.

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

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

                 SECTION 8.11.  Jurisdiction, Etc.  (a)  Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from 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.
<PAGE>   54
                                       50

                 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.

                                         THE COLUMBIA GAS SYSTEM, INC.
                                         
                                         By   /s/ L. J. Bainter 
                                           ----------------------------------
                                           Title: Treasurer
                                         
                                         
                                         CITIBANK, N.A.,
                                           as Agent
                                         
                                         
                                         By   /s/ Arezoo Jafari 
                                           ----------------------------------
                                           Title:       Arezoo Jafari
                                                    Assistant Vice President
                                         
                                       Initial Lenders
                                         
Revolving Credit Swing Line            
Commitment               Commitment     
                                         
$166,666,666.67    $15,000,000         CITIBANK, N.A.
                                         

                                         By   /s/ Arezoo Jafari 
                                           ----------------------------------
                                           Title:          Arezoo Jafari
                                                    Assistant Vice President

$166,666,666.67    $0                  BANKERS TRUST COMPANY


                                         By   /s/ Mary Jo Jolly
                                           ----------------------------------
                                           Title:        Mary Jo Jolly
                                                    Assistant Vice President

$166,666,666.67    $0                  BANK OF MONTREAL


                                         By   /s/ Bernard Silgardo 
                                           ----------------------------------
                                           Title: Director


$166,666,666.67    $0                  CIBC INC.


                                         By   /s/ R. E. Long   
                                           ----------------------------------
                                           Title: Vice President
<PAGE>   55
                                       51


                          Initial Lenders (continued)

Revolving Credit Swing Line
Commitment                Commitment

$166,666,666.66    $0                        CHEMICAL BANK


                                                   By   /s/ James H. Ramage
                                                     --------------------------
                                                     Title: James H. Ramage
                                                             Vice President

$166,666,666.66    $0                        MORGAN GUARANTY TRUST COMPANY
                                                  OF NEW YORK


                                                   By   /s/ J. S. Finch  
                                                     --------------------------
                                                     Title: Vice President



$1,000,000,000            $15,000,000        Total
<PAGE>   56
                                   SCHEDULE I
                         THE COLUMBIA GAS SYSTEM, INC.
                        $1,000,000,000 CREDIT AGREEMENT

                           APPLICABLE LENDING OFFICES



<TABLE>
<S>                         <C>                         <C>
Name of Initial Lender      Domestic Lending Office     Eurodollar Lending Office
----------------------      -----------------------     -------------------------
</TABLE>

<PAGE>   57
                                  SCHEDULE II
                         THE COLUMBIA GAS SYSTEM, INC.
                        $1,000,000,000 CREDIT AGREEMENT

                             NON-CORE SUBSIDIARIES

Columbia Atlantic Trading Corporation
Columbia Coal Gasification Corporation
Columbia LNG Corporation
CLNG Corporation
Columbia Propane Corporation
Commonwealth Propane, Inc.
Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
TriStar Capital Corporation
TriStar Gas Technologies, Inc.
TriStar Ventures Corporation
TriStar Pedrick General Corporation
TriStar Pedrick Limited Corporation
TriStar Fuel Cells Corporation
TriStar Binghamton General Corporation
TriStar Binghamton Limited Corporation
TriStar Georgetown General Corporation
TriStar Georgetown Limited Corporation
TriStar Vineland General Corporation
TriStar Vineland Limited Corporation
TriStar Rumford Limited Corporation
TriStar Nine Corporation
TriStar Ten Corporation
TriStar System, Inc.
<PAGE>   58
                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE



U.S.$_______________                            Dated:  _______________, 199_


                   FOR VALUE RECEIVED, the undersigned, The Columbia Gas
System, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the
Credit Agreement referred to below) the principal sum of U.S.$[amount of the
Lender's Revolving Credit Commitment in figures] or, if less, the aggregate
principal amount of the Revolving Credit Advances made by the Lender to the
Borrower pursuant to the Credit Agreement dated as of _______________, 1995
among the Borrower, the Lender and certain other lenders parties thereto, and
Citibank, N.A., as Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined) outstanding on the Termination Date.

                   The Borrower promises to pay interest on the unpaid
principal amount of each  Revolving Credit Advance from the date of such
Revolving Credit Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit
Agreement.

                   Both principal and interest are payable in lawful money of
the United States of America to Citibank, N.A., as Agent, at 1 Court Square,
7th Floor, Zone 1, Long Island City, New York, 11120, Attn: Wendy Rutherford,
in same day funds.  Each Revolving Credit Advance owing to the Lender by the
Borrower pursuant to the Credit Agreement, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note.

                   This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement.  The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Advances by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of
certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.

                                      THE COLUMBIA GAS SYSTEM, INC.


                                      By        
                                        ---------------------------------
                                        Title:
<PAGE>   59
                       ADVANCES AND PAYMENTS OF PRINCIPAL




<TABLE>
<CAPTION>
=======================================================================================================================
                                                         AMOUNT OF
                                AMOUNT OF             PRINCIPAL PAID          UNPAID PRINCIPAL            NOTATION
           DATE                  ADVANCE                OR PREPAID                BALANCE                  MADE BY
-----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>                      <C>                       <C>
-----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

=======================================================================================================================
</TABLE>
<PAGE>   60
                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE



U.S.$_______________                         Dated:  _______________, 199_


                   FOR VALUE RECEIVED, the undersigned, The Columbia Gas
System, Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of _________________________ (the "Lender") for the account of its
Applicable Lending Office (as defined in the Credit Agreement dated as of
_______________, 1995 among the Borrower, the Lender and certain other lenders
parties thereto, and Citibank, N.A., as Agent for the Lender and such other
lenders (as amended or modified from time to time, the "Credit Agreement"; the
terms defined therein being used herein as therein defined)), the principal
amount of each Competitive Bid Advance made by the Lender to the Borrower on
the maturity date of such Competitive Bid Advance specified in the related
Notice of Competitive Bid Borrowing.

                   The Borrower promises to pay interest on the unpaid
principal amount of each Competitive Bid Advance made by the Lender to the
Borrower from the date such Advance is made until such principal amount is paid
in full, at the interest rate and payable on the interest payment date or dates
agreed pursuant to the procedures set forth in the Credit Agreement.

                   Both principal and interest are payable in lawful money of
the United States of America to Citibank, N.A, for the account of the Lender at
the office of Citibank, N.A. at 1 Court Square, 7th Floor, Zone 1, Long Island
City, New York, 11120, Attn: Wendy Rutherford, in same day funds.   Each
Competitive Bid Advance owing to the Lender by the Borrower pursuant to the
Credit Agreement,the maturity date thereof, the interest rate applicable
thereto and the date or dates on which interest is payable thereon, and all
payments made on account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached hereto which
is part of this Promissory Note.

                   This Promissory Note is one of the Competitive Bid Notes
referred to in, and is entitled to the benefits of, the Credit Agreement.  The
Credit Agreement, among other things, contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events.

                   The Borrower hereby waives presentment, demand, protest and
notice of any kind.  No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.


                                    THE COLUMBIA GAS SYSTEM, INC.


                                    By
                                      ---------------------------------
                                      Title:
<PAGE>   61
               COMPETITIVE BID ADVANCES AND PAYMENTS OF PRINCIPAL




<TABLE>
<CAPTION>
=================================================================================================================================
                         AMOUNT OF                              INTEREST       AMOUNT OF
            DATE OF      COMPETITIVE    MATURITY    INTEREST     PAYMENT     PRINCIPAL PAID    UNPAID PRINCIPAL       NOTATION
            ISSUANCE     BID ADVANCE      DATE        RATE        DATE         OR PREPAID           BALANCE            MADE BY
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>         <C>         <C>           <C>               <C>                  <C>
---------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

=================================================================================================================================
</TABLE>
<PAGE>   62
                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043
                                                        [Date]
            
                   Attention:  [_______________]

Ladies and Gentlemen:

                   The undersigned, The Columbia Gas System, Inc., refers to
the Credit Agreement, dated as of _______________, 1995 (as amended or modified
from time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that
the undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

                   (i)       The Business Day of the Proposed Revolving Credit
         Borrowing is _______________, 199_.

                   (ii)      The Type of Advances comprising the Proposed
         Revolving Credit Borrowing is [Base Rate Advances] [Eurodollar Rate
         Advances] [CD Rate Advances].

                   (iii)     The aggregate amount of the Proposed Revolving
         Credit Borrowing is $_______________.

                   [(iv)     The initial Interest Period for each Eurodollar
         Rate Advance/CD Rate Advance made as part of the Proposed Revolving
         Credit Borrowing is _____ month[s]/___ days.]

                   The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the
Proposed Revolving Credit Borrowing:

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

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

                                      Very truly yours,

                                      THE COLUMBIA GAS SYSTEM, INC.

                                      By
                                        -------------------------------
                                        Title:
<PAGE>   63
                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043                           [Date]


                   Attention:  [_______________]


Ladies and Gentlemen:

                   The undersigned, The Columbia Gas System, Inc., refers to
the Credit Agreement, dated as of _______________, 1995 (as amended or modified
from time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the
undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such
Competitive Bid Borrowing (the "Proposed Competitive Bid Borrowing") is
requested to be made:


<TABLE>
         <S>       <C>                                              <C>
         (A)       Date of Proposed Competitive Bid Borrowing       ________________________
         (B)       Amount of Proposed Competitive Bid Borrowing     ________________________
         (C)       [Maturity Date] [Interest Period]                ________________________
         (D)       Interest Rate Basis                              ________________________
         (E)       Interest Payment Date(s)                         ________________________
         (F)       ___________________                              ________________________
         (G)       ___________________                              ________________________
         (H)       ___________________                              ________________________
</TABLE>

                   The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the
Proposed Competitive Bid Borrowing:

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

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

                   (c)       no event has occurred and no circumstance exists
         as a result of which the information concerning the undersigned that
         has been provided to the Agent and each Lender by the undersigned in
         connection with the Credit Agreement would include an untrue statement
         of a material fact or omit to state any material fact or any fact
         necessary to make the statements contained therein, in the light of
         the circumstances under which they were made, not misleading; and
<PAGE>   64
                                       2

                             (d)  the aggregate amount of the Proposed
                   Competitive Bid Borrowing and all other Borrowings to be
                   made on the same day under the Credit Agreement is within
                   the aggregate amount of the unused Revolving Credit
                   Commitments of the Lenders.

                   The undersigned hereby confirms that the Proposed
Competitive Bid Borrowing is to be made available to it in accordance with
Section 2.03(a)(v) of the Credit Agreement.

                                     Very truly yours,

                                     THE COLUMBIA GAS SYSTEM, INC.



                                     By  
                                       --------------------------------
                                       Title:
<PAGE>   65
                                                           EXHIBIT B-3 - FORM OF
                                                        LETTER OF CREDIT REQUEST

                            LETTER OF CREDIT REQUEST




No. 6                                                Dated:  ___________, 199_



TO:      _____________, in its capacity as an Issuing Bank under the Credit
         Agreement, dated as of November 28, 1995 ( as amended, modified or
         supplemented from time to time, the "Agreement"), among THE COLUMBIA
         GAS SYSTEM, INC., a Delaware corporation (the "Borrower"), the Lenders
         named therein and Citibank, N.A., as agent.


Dear Sirs:

                 We hereby request that you issue a standby Letter of Credit on
______________, 199__ ( the "Date of Issuance") in the aggregate stated amount
of $___________ with legend set forth below indicated on its face.

                 For purposes of this Letter of Credit Request, unless
otherwise defined, all capitalized terms used herein which are defined in the
Agreement shall have the respective meanings provided therein.

                 The beneficiary of the requested Letter of Credit will be:

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

Such Letter of Credit will have a stated termination date of
___________________, 199_ unless extended in accordance with the provisions of
the Letter of Credit and will be in support of
______________________________________________.


                                        THE COLUMBIA GAS SYSTEM, INC.


                                        
                                        -----------------------------------
                                                Name:  L. J. Bainter
                                                Title:  Treasurer
<PAGE>   66
                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                 Reference is made to the Credit Agreement dated as of
_______________, 1995 (as amended or modified from time to time, the "Credit
Agreement") among The Columbia Gas System, Inc., a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement) and Citibank,
N.A., as agent for the Lenders (the "Agent").  Terms defined in the Credit
Agreement are used herein with the same meaning.

                 The "Assignor" and the "Assignee" referred to on Schedule I
hereto agree as follows:

                 1.       The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement as of the date hereof (other than in respect of Competitive Bid
Advances and Competitive Bid Notes) equal to the percentage interest specified
on Schedule 1 hereto of all outstanding rights and obligations under the Credit
Agreement (other than in respect of Competitive Bid Advances and Competitive
Bid Notes).  After giving effect to such sale and assignment, the Assignee's
Revolving Credit Commitment and the amount of the Revolving Credit Advances
owing to the Assignee will be as set forth on Schedule 1 hereto.

                 2.       The Assignor (i) represents and warrants that it is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) 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 the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) attaches the
Revolving Credit Note held by the Assignor and requests that the Agent exchange
such Revolving Credit Note for a new Revolving Credit Note payable to the order
of the Assignee in an amount equal to the Revolving Credit Commitment assumed
by the Assignee pursuant hereto or new Revolving Credit Notes payable to the
order of the Assignee in an amount equal to the Revolving Credit Commitment
assumed by the Assignee pursuant hereto and the Assignor in an amount equal to
the Revolving Credit Commitment retained by the Assignor under the Credit
Agreement, respectively, as specified on Schedule 1 hereto.

                 3.       The Assignee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (ii) agrees that it will, independently
and without reliance upon the Agent, the Assignor or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Lender; and
(vi) attaches any U.S. Internal Revenue Service forms required under Section
2.15 of the Credit Agreement.

                 4.       Following the execution of this Assignment and
Acceptance, it will be delivered to the Agent for acceptance and recording by
the Agent.  The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance hereof by the Agent, unless
otherwise specified on Schedule 1 hereto.

                 5.       Upon such acceptance and recording by the Agent and
subject to the Borrower's consent (if required), as of the Effective Date, (i)
the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of
a Lender thereunder and (ii) the Assignor shall,
<PAGE>   67
                                       2

to the extent provided in this Assignment and Acceptance, relinquish its 
rights and be released from its obligations under the Credit Agreement.

                 6.       Upon such acceptance and recording by the Agent, from
and after the Effective Date, the Agent shall make all payments under the
Credit Agreement and the Revolving Credit Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and facility fees with respect thereto) to the Assignee.  The Assignor
and Assignee shall make all appropriate adjustments in payments under the
Credit Agreement and the Revolving Credit Notes for periods prior to the
Effective Date directly between themselves.

                 7.       This Assignment and Acceptance shall be governed by,
and construed in accordance with, the laws of the State of New York.

                 8.       This Assignment and Acceptance 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 Schedule 1 to this Assignment and
Acceptance by telecopier shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance.

                 IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.
<PAGE>   68
                                   Schedule 1
                                       to
                           Assignment and Acceptance

         Percentage interest assigned:                                  _____%

         Assignee's Revolving Credit Commitment:        $__________

         Aggregate outstanding principal amount of 
         Revolving Credit Advances assigned:            $__________

         Principal amount of Revolving Credit Note 
         payable to Assignee:                           $__________

         Principal amount of Revolving Credit Note 
         payable to Assignor:                           $__________

         Effective Date(1):       _______________, 199_


                                 [NAME OF ASSIGNOR], as Assignor

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

                                 Dated:                 , 199
                                         ---------------     -

                                 [NAME OF ASSIGNEE], as Assignee

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

                                 Dated:                 , 199
                                         ---------------     -
                                 Domestic Lending Office:
                                        [Address]

                                 Eurodollar Lending Office:
                                        [Address]

Accepted [and Approved](2) this
           day of                , 199
----------        ---------------     -

                         , as Agent
-------------------------

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

(1)   This date should be no earlier than five Business Days after the
      delivery of this Assignment and Acceptance to the Agent.

(2)   Required if the Assignee is an Eligible Assignee solely by reason of
      clause (viii) of the definition of "Eligible Assignee".
<PAGE>   69
                                       2


[Approved this            day
               ----------

of                , 199
   ---------------     -

[NAME OF BORROWER]

By                                         ](3)
  -----------------------------------------    
   Title:




--------------------------------
(3)      Required if the Assignee is an Eligible Assignee solely by reason of
         clause (viii) of the definition of "Eligible Assignee".
<PAGE>   70
                                                             EXHIBIT D - FORM OF
                                                           DESIGNATION AGREEMENT

                          Dated _______________, 199_


                 Reference is made to the Credit Agreement dated as of
_______________, 1995 (as amended or modified from time to time, the "Credit
Agreement") among The Columbia Gas System, Inc., a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement) and Citibank,
N.A., as agent for the Lenders (the "Agent").  Terms defined in the Credit
Agreement are used herein with the same meaning.

                 _________________________ (the "Designor") and
_________________________ (the "Designee") agree as follows:

                 1.       The Designor hereby designates the Designee, and the
Designee hereby accepts such designation, to have a right to make Competitive
Bid Advances pursuant to Section 2.03 of the Credit Agreement.

                 2.       The Designor makes no representation or warranty and
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement or any other instrument or document furnished
pursuant thereto and (ii) the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant
thereto.

                 3.       The Designee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Designation Agreement; (ii) agrees that it will, independently and
without reliance upon the Agent, the Designor 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
the Credit Agreement; (iii) confirms that it is a Designated Bidder; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (v) agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender.

                 4.       Following the execution of this Designation Agreement
by the Designor and its Designee, it will be delivered to the Agent for
acceptance and recording by the Agent.  The effective date for this Designation
Agreement (the "Effective Date") shall be the date of acceptance hereof by the
Agent, unless otherwise specified on the signature page hereto.

                 5.       Upon such acceptance and recording by the Agent, as
of the Effective Date, the Designee shall be a party to the Credit Agreement
with a right to make Competitive Bid Advances as a Lender pursuant to Section
2.03 of the Credit Agreement and the rights and obligations of a Lender related
thereto.

                 6.       This Designation Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

                 7.       This Designation 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 Designation
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Designation Agreement.
<PAGE>   71
                                       2

                          IN WITNESS WHEREOF, the Designor and the Designee
         have caused this Designation Agreement to be executed by their
         officers thereunto duly authorized as of the date first above written.

Effective Date(4):                                                     ,199
                                                        ---------------    --

                                       [NAME OF DESIGNOR],
                                        as Designor


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


                                       [NAME OF DESIGNEE],
                                        as Designee


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

                                       Applicable Lending Office (and 
                                       address for notices):
                                                [Address]

Accepted this      day
              ----

of                , 199
   ---------------     -


                         , as Agent
-------------------------

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




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

(4)     This date should be no earlier than five Business Days after the
        delivery of this Designation Agreement to the Agent.
<PAGE>   72
                                                             [DRAFT -- 11/17/95]
                                                                       EXHIBIT E





                                               [        ], 1995


                         THE COLUMBIA GAS SYSTEM, INC.
                        $1,000,000,000 CREDIT AGREEMENT
                         DATED AS OF [_________], 1995

Dear Sirs:

                 We have acted as special counsel to The Columbia Gas System,
Inc., a Delaware corporation (the "Borrower"), in connection with the Credit
Agreement dated as of [              ], 1995 (the "Credit Agreement"), among
the Borrower, the financial institutions listed on the signature pages thereof
(the "Lenders") and Citibank, N.A., as administrative and documentation agent
for the Lenders (the "Agent").  This opinion is being delivered to you pursuant
to Section 3.01(k)(iv) of the Credit Agreement.  Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.

                 In connection with this opinion, we have investigated such
questions of law, received such information from officers and representatives
of the Borrower and examined such certificates of public officials, corporate
documents and records as we consider necessary or appropriate for the purposes
of this opinion.  We have examined, among other documents, (a) executed copies
of (i) the Credit Agreement and (ii) each Note, (b) the certificate of
incorporation and by-laws of the Borrower, (c) the Plans of Reorganization and
(d) the orders of the Bankruptcy Court (the "Confirmation Orders") confirming
the Plans of Reorganization.  We have also examined originals, or copies
certified to our satisfaction, of the documents listed in the certificate of
the chief financial officer of the Borrower attached hereto (such documents
being referred to herein as the "Reviewed Documents").  As to questions of
fact, we have, when relevant facts were not independently established by us,
relied on certificates of the Borrower and its officers or representations in
the Credit Agreement.

                 In rendering our opinion, we have assumed (i) the due
authorization, execution and delivery of the Credit Agreement by all parties
thereto (other than the Borrower), (ii) the authenticity of all documents
submitted to us as originals and (iii) the conformity to original documents of
all documents submitted to us as copies.

                 Based on the foregoing and subject to the qualifications
hereinafter set forth, we are of opinion that:

                 1.       The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
<PAGE>   73
                                                                               2

                 2.       The execution, delivery and performance by the
Borrower of the Credit Agreement and the Notes are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action
and do not contravene (a) the Borrower's certificate of incorporation or
by-laws, (b) any Federal law of the United States of America or law of the
State of New York binding on or affecting the Borrower or (c) any contractual
or legal restriction contained in any Reviewed Document.

                 3.       No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes, except such as have been duly obtained, taken,
given or made and are in full force and effect.

                 4.       Each of the Credit Agreement and the Notes has been
duly executed and delivered by the Borrower.  The Credit Agreement is, and,
after giving effect to the initial Borrowing, the Notes will be, legal, valid
and binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws
from time to time in effect affecting the enforceability of creditors' rights
generally and to general principles of equity (including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing)
regardless of whether considered in a proceeding in equity or at law, and
except that (i) insofar as provisions contained in the Credit Agreement provide
for indemnification, the enforcement thereof may be limited by public policy
considerations, (ii) we express no opinion as to the effect of the law of any
jurisdiction other than the State of New York wherein the Borrower or any
Lender may be located or wherein enforcement of the Credit Agreement or the
Notes may be sought which limits the rates of interest legally chargeable or
collectible and (iii) we express no opinion as to Section 2.14 of the Credit
Agreement insofar as it provides that any Lender purchasing a participation
from another Lender pursuant thereto may exercise set-off or similar rights
with respect to such participation.

                 5.       To our knowledge, there are no pending or overtly
threatened actions or proceedings against the Borrower or any of its Material
Subsidiaries before any court, governmental agency or arbitrator that purport
to affect the legality, validity, binding effect or enforceability of the
Credit Agreement or any of the Notes or the consummation of the transactions
contemplated thereby or, except as described in Schedule 3.01(b) to the Credit
Agreement, that are reasonably likely to have a material adverse effect upon
the financial condition or operations of the Borrower and its Subsidiaries
taken as a whole.

                 6.       Each of the Plans of Reorganization has been
confirmed by the Bankruptcy Court.  To our knowledge, the Confirmation Orders
have not been stayed by any court having jurisdiction to do so.

                 7.       Assuming that (i) the proceeds of the initial
Revolving Credit Advance under the Credit Agreement, (ii) the initial Letters
of Credit issued thereunder and (iii) the other securities contemplated by the
Plans of Reorganization are distributed in accordance with the terms of the
Plans of Reorganization, the Plans of Reorganization will be substantially
consummated at such time of distribution.

                 We are admitted to practice only in the State of New York and
express no opinion as to matters governed by any laws other than the laws of
the State of New York, the Federal laws of the United States of America and the
General Corporation Law of the State of Delaware.
<PAGE>   74
                                                                               3

                 This opinion is rendered solely to you in connection with the
above matter and may not be relied upon by any other person (other than your
successors and assigns that become Lenders party to the Credit Agreement) or
for any other purpose.



                                             Very truly yours,


To the Lenders party to
the above-referenced Credit Agreement
In care of Citibank, N.A., as Agent
     399 Park Avenue
           New York, NY 10043