<PAGE>   1
                                                                   Exhibit 10.18

                                                                  CONFORMED COPY




                           FIVE-YEAR CREDIT AGREEMENT

                                   dated as of

                                 April 27, 1998

                                      among

                       METROPOLITAN LIFE INSURANCE COMPANY
                             METLIFE FUNDING, INC.,
                                  as Borrowers

                            The LENDERS Party Hereto

                           CREDIT SUISSE FIRST BOSTON,
                      as Syndication Agent and Co-Arranger

                                 CITIBANK, N.A.
                              THE BANK OF NEW YORK,
                             as Documentation Agents

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent



                                 $1,000,000,000



                             CHASE SECURITIES INC.,
                                   as Arranger


Exhibits B and C are photocopies of the documents as delivered
<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----

<S>                                                                                                              <C>
ARTICLE I Definitions...........................................................................................    1

         SECTION 1.01.       DEFINED TERMS......................................................................    1
         SECTION 1.02.       CLASSIFICATION OF LOANS AND BORROWINGS.............................................   14
         SECTION 1.03.       TERMS GENERALLY....................................................................   15
         SECTION 1.04.       ACCOUNTING TERMS; GAAP; SAP........................................................   15

ARTICLE II The Credits..........................................................................................   16

         SECTION 2.01.       COMMITMENTS........................................................................   16
         SECTION 2.02.       LOANS AND BORROWINGS...............................................................   16
         SECTION 2.03.       REQUESTS FOR REVOLVING BORROWINGS..................................................   17
         SECTION 2.04.       COMPETITIVE BID PROCEDURE..........................................................   17
         SECTION 2.05.       FUNDING OF BORROWINGS..............................................................   20
         SECTION 2.06.       INTEREST ELECTIONS.................................................................   20
         SECTION 2.07.       TERMINATION AND REDUCTION OF COMMITMENTS...........................................   21
         SECTION 2.08.       REPAYMENT OF LOANS; EVIDENCE OF DEBT...............................................   22
         SECTION 2.09.       PREPAYMENT OF LOANS................................................................   23
         SECTION 2.10.       FEES...............................................................................   24
         SECTION 2.11.       INTEREST...........................................................................   24
         SECTION 2.12.       ALTERNATE RATE OF INTEREST.........................................................   25
         SECTION 2.13.       INCREASED COSTS....................................................................   26
         SECTION 2.14.       BREAK FUNDING PAYMENTS.............................................................   27
         SECTION 2.15.       TAXES..............................................................................   27
         SECTION 2.16.       PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS........................   28
         SECTION 2.17.       MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.....................................   30
         SECTION 2.18.       INCREASE IN COMMITMENTS............................................................   30

ARTICLE III Representations and Warranties......................................................................   31

         SECTION 3.01.       ORGANIZATION; POWERS...............................................................   31
         SECTION 3.02.       AUTHORIZATION; ENFORCEABILITY......................................................   31
         SECTION 3.03.       GOVERNMENTAL APPROVALS; NO CONFLICTS...............................................   32
         SECTION 3.04.       FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE....................................   32
         SECTION 3.05.       PROPERTIES.........................................................................   32
         SECTION 3.06.       LITIGATION AND ENVIRONMENTAL MATTERS...............................................   32
         SECTION 3.07.       COMPLIANCE WITH LAWS AND AGREEMENTS................................................   33
         SECTION 3.08.       INVESTMENT AND HOLDING COMPANY STATUS..............................................   33
</TABLE>

                                      (i)
<PAGE>   3
<TABLE>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
         SECTION 3.09.       TAXES..............................................................................   33
         SECTION 3.10.       ERISA..............................................................................   33
         SECTION 3.11.       DISCLOSURE.........................................................................   33
         SECTION 3.12.       MARGIN STOCK.......................................................................   34
         SECTION 3.13.       YEAR 2000..........................................................................   34

ARTICLE IV Conditions...........................................................................................   34

         SECTION 4.01.       EFFECTIVE DATE.....................................................................   34
         SECTION 4.02.       EACH CREDIT EVENT..................................................................   35

ARTICLE V Affirmative Covenants.................................................................................   35

         SECTION 5.01.       FINANCIAL STATEMENTS AND OTHER INFORMATION.........................................   36
         SECTION 5.02.       NOTICES OF DEFAULTS................................................................   36
         SECTION 5.03.       EXISTENCE; CONDUCT OF BUSINESS.....................................................   37
         SECTION 5.04.       PAYMENT OF OBLIGATIONS.............................................................   37
         SECTION 5.05.       MAINTENANCE OF PROPERTIES; INSURANCE...............................................   37
         SECTION 5.06.       BOOKS AND RECORDS; INSPECTION RIGHTS...............................................   37
         SECTION 5.07.       COMPLIANCE WITH LAWS...............................................................   37
         SECTION 5.08.       USE OF PROCEEDS....................................................................   37
         SECTION 5.09.       SUPPORT AGREEMENT..................................................................   38

ARTICLE VI Negative Covenants...................................................................................   38

         SECTION 6.01.       LIENS..............................................................................   38
         SECTION 6.02.       FUNDAMENTAL CHANGES................................................................   39
         SECTION 6.03.       TRANSACTIONS WITH AFFILIATES.......................................................   40
         SECTION 6.04.       NET WORTH..........................................................................   40

ARTICLE VII Events of Default...................................................................................   40


ARTICLE VIII Agents.............................................................................................   42

         SECTION 8.01.       ADMINISTRATIVE AGENT...............................................................   42
         SECTION 8.02.       SYNDICATION AGENT AND CO-ARRANGER..................................................   44
         SECTION 8.03.       DOCUMENTATION AGENTS...............................................................   44

ARTICLE IX Miscellaneous........................................................................................   45

         SECTION 9.01.       NOTICES............................................................................   45
         SECTION 9.02.       WAIVERS; AMENDMENTS................................................................   45
         SECTION 9.03.       EXPENSES; INDEMNITY: DAMAGE; WAIVER................................................   46
         SECTION 9.04.       SUCCESSORS AND ASSIGNS.............................................................   47
</TABLE>

                                      (ii)
<PAGE>   4
<TABLE>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
         SECTION 9.05.       SURVIVAL...........................................................................   49
         SECTION 9.06.       COUNTERPARTS; INTEGRATION; EFFECTIVENESS...........................................   50
         SECTION 9.07.       SEVERABILITY.......................................................................   50
         SECTION 9.08.       RIGHT OF SETOFF....................................................................   50
         SECTION 9.09.       GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.........................   50
         SECTION 9.10.       WAIVER OF JURY TRIAL...............................................................   51
         SECTION 9.11.       HEADINGS...........................................................................   51
         SECTION 9.12.       CONFIDENTIALITY....................................................................   51
         SECTION 9.13.       BILATERAL LINES....................................................................   52
</TABLE>


SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters


EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B -- Form of Opinion of Counsel to the Borrowers
Exhibit C -- Form of Opinion of Special New York Counsel to Chase

                                     (iii)
<PAGE>   5
         Five-Year CREDIT AGREEMENT dated as of April 27, 1998, among:
METROPOLITAN LIFE INSURANCE COMPANY (the "Company") and METLIFE FUNDING INC.
("Funding" and together with the Company, the "Borrowers"); the LENDERS party
hereto; and THE CHASE MANHATTAN BANK, as Administrative Agent.

         The parties hereto agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

               SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

               "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

               "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

               "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

               "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

               "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified;
provided that, for the purposes of Section 9.04(b), any special purpose funding
vehicle that funds itself principally in the commercial paper market shall not
constitute an Affiliate of any Lender.

               "Alternate Base Rate" means, for any day, a rate per annum equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.


                      Five-Year Credit Agreement
<PAGE>   6
                                      -2-



               "Applicable Insurance Regulatory Authority" means the insurance
department or similar insurance regulatory or administrative authority or agency
of the jurisdiction in which the Company is domiciled.

               "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

               "Applicable Rate" means, for any day, with respect to any
Eurodollar Revolving Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "Eurodollar Spread" or "Facility Fee Rate", as the case may
be, based upon the ratings by S&P applicable on such date to the Index Debt:

<TABLE>
<CAPTION>


               Index Debt Rating:        Eurodollar          Facility Fee
                                           Spread                Rate
               -----------------         ---------           ------------
<S>            <C>                       <C>                  <C>
                   Category 1              0.100%               0.050%

                   Category 2              0.135%               0.065%

                   Category 3              0.160%               0.090%

                   Category 4              0.175%               0.125%
</TABLE>


For purposes of determining the applicable Index Debt Rating: (a) Category 1
shall be deemed to be applicable if (i) no Event of Default shall have occurred
and be continuing and (ii) the Index Debt is rated AA+ (or its equivalent) or
higher by S&P; (b) Category 2 shall be deemed to be applicable if (i) no Event
of Default shall have occurred and be continuing, (ii) Category 1 is not
applicable and (iii) the Index Debt is rated AA- (or its equivalent) or higher
by S&P; (c) Category 3 shall be deemed to be applicable if (i) no Event of
Default shall have occurred and be continuing, (ii) neither Category 1 nor
Category 2 is applicable and (iii) the Index Debt is rated A (or its equivalent)
or higher by S&P; and (d) Category 4 shall be deemed to be applicable if no
other Category is applicable. If S&P shall not have in effect a rating for the
Index Debt (other than by reason of the circumstances referred to in the last
sentence of this definition), then S&P shall be deemed to have established a
rating in Category 4. If the rating established or deemed to have been
established by S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of S&P), such change shall be effective as of
the date on which it is first announced by S&P. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of S&P shall change, or if S&P shall
cease to be in the business of rating corporate debt obligations, the Borrowers
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

               "Assessment Rate" means, for any day, the annual assessment rate
in effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized"

                           Five-Year Credit Agreement
<PAGE>   7
                                      -3-


and within supervisory subgroup "B" (or a comparable successor risk
classification) within the meaning of 12 C.F.R. Part 327 (or any successor
provision) to the Federal Deposit Insurance Corporation for insurance by such
Corporation of time deposits made in dollars at the offices of such member in
the United States; provided that if, as a result of any change in any law, rule
or regulation, it is no longer possible to determine the Assessment Rate as
aforesaid, then the Assessment Rate shall be such annual rate as shall be
determined by the Administrative Agent to be representative of the cost of such
insurance to the Lenders.

               "Asset Securitization" means a public or private transfer of
installment receivables, credit card receivables, lease receivables or any other
type of secured or unsecured financial assets, which transfer is recorded as a
sale according to GAAP as of the date of such transfer.

               "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

               "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

               "Base CD Rate" means the sum of (a) the Three-Month Secondary CD
Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

               "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

               "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Competitive Loan or
group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect.

               "Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.

               "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

               "Capital Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and

                           Five-Year Credit Agreement
<PAGE>   8
                                      -4-


the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

               "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company, or (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Company by Persons who were neither (i) nominated by the board
of directors of the Company nor (ii) appointed by directors so nominated.

               "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

               "Chase" means The Chase Manhattan Bank.

               "Class", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Competitive Loans.

               "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

               "Commitment" means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07, (b) increased pursuant to Section 2.18, and (c)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $1,000,000,000.

               "Competitive Bid" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

               "Competitive Bid Rate" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

               "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

                           Five-Year Credit Agreement
<PAGE>   9
                                      -5-



               "Competitive Loan" means a Loan made pursuant to Section 2.04.

               "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

               "Default" means any event or condition which constitutes an Event
of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

               "Disclosed Matters" means the actions, suits and proceedings and
the environmental matters disclosed in Schedule 3.06.

               "Disposition" has the meaning assigned to such term in Section
6.02.

               "dollars" or "$" refers to lawful money of the United States of
America.

               "Effective Date" means the date on which the conditions specified
in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

               "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

               "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any of its
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

               "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

               "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which

                           Five-Year Credit Agreement
<PAGE>   10
                                      -6-


the 30-day notice period is waived); (b) the existence with respect to any Plan
of an "accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section
412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of
the minimum funding standard with respect to any Plan; (d) the incurrence by the
Company or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Plan; (e) the receipt by the Company or
any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by the Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Company or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

               "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

               "Event of Default" has the meaning assigned to such term in
Article VII.

               "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of either Borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) its net income by the United States of America, or
by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which either Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Company
under Section 2.17(b)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.15(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from such Borrower with respect to such withholding tax pursuant to
Section 2.15(a).

               "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding 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 (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by Chase from three Federal funds brokers of recognized
standing selected by it.

               "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

                           Five-Year Credit Agreement
<PAGE>   11
                                      -7-

               "Fixed Rate" means, with respect to any Competitive Loan (other
than a Eurodollar Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.

               "Fixed Rate Loan" means a Competitive Loan bearing interest at a
Fixed Rate.

               "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which either Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

               "Funding" means MetLife Funding, Inc., a Delaware corporation.

               "GAAP" means generally accepted accounting principles in the
United States of America.

               "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

               "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

               "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                           Five-Year Credit Agreement
<PAGE>   12
                                      -8-

               "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

               "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances, and
(k) all Surplus Relief Reinsurance ceded by such Person. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

               "Indemnified Taxes" means Taxes other than Excluded Taxes.

               "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.

               "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.06.

               "Interest Payment Date" means (a) with respect to any ABR Loan,
the last day of each March, June, September and December, (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period, and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at intervals of 90 days'
duration after the first day of such Interest Period, and any other dates that
are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing.

                           Five-Year Credit Agreement
<PAGE>   13
                                      -9-


               "Interest Period" means (a) with respect to any Eurodollar
Revolving Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one,
two, three or six months thereafter, as the Borrower may elect, (b) with respect
to any Eurodollar Competitive Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as specified in the
applicable Competitive Loan Request and (c) with respect to any Fixed Rate
Borrowing, the period (which shall not be less than 7 days or more than 360
days) commencing on the date of such Borrowing and ending on the date specified
in the applicable Competitive Bid Request; provided, that (i) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Borrowing only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period and (iii) any Interest Period that would
otherwise end after the Maturity Date shall not be available hereunder. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Revolving Borrowing, thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.

               "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

               "LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, the rate per annum appearing on the Screen at approximately
11:00 a.m., London time (or as soon thereafter as practicable), two Business
Days prior to the commencement of such Interest Period, as LIBOR with a maturity
comparable to such Interest Period. In the event that the Screen shall cease to
report such LIBOR or, in the reasonable judgement of the Required Lenders, shall
cease to accurately reflect such LIBOR (as reported by any publicly available
source of similar market data selected by such Required Lenders), then the "LIBO
Rate" with respect to such Eurodollar Borrowing for such Interest Period shall
be the rate per annum at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of
Chase in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

               "LIBOR" means the rate at which deposits in dollars are offered
to leading banks in the London interbank market.

               "Lien" means, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any

                           Five-Year Credit Agreement
<PAGE>   14
                                      -10-


of the foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

               "Loans" means the loans made by the Lenders to the Borrowers
pursuant to this Agreement.

               "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

               "Margin Stock" means "margin stock" within the meaning of
Regulations U and X.

               "Material Adverse Change" means any event, development or
circumstance that has had or could reasonably be expected to have a material
adverse effect on (a) the business, assets, property, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a whole, or
(b) the validity or enforceability of this Agreement or the rights and remedies
of the Administrative Agent and the Lenders hereunder.

               "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of the
Company or any of its Material Subsidiaries in an aggregate principal amount
exceeding $200,000,000 (or its equivalent in any other currency). For purposes
of determining Material Indebtedness, the "principal amount" of the obligations
of the Company or any of its Material Subsidiaries in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Company or such Material Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

               "Material Subsidiary" means, at any time, (i) Funding and (ii)
each Subsidiary of the Company that as of such time meets the definition of
"significant subsidiary" contained as of the date hereof in Regulation S-X of
the SEC.

               "Maturity Date" means April 27, 2003.

               "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

               "NAIC" means the National Association of Insurance Commissioners
and any successor thereto.

               "Net Available Proceeds" means, with respect to any Disposition,
the aggregate amount of all cash proceeds, and the fair market value of all
non-cash consideration, received by the Company directly or indirectly in
connection with such Disposition, net of (a) the amount of any legal, title and
recording tax expenses, commissions and other fees and expenses paid by the
Company as a result of such Disposition, (b) any Federal, state or local or
other taxes payable by

                           Five-Year Credit Agreement
<PAGE>   15
                                      -11-


the Company as a result of such Disposition, (c) any repayments by the Company
of Indebtedness to the extent that (i) such Indebtedness is secured by a Lien on
the assets that are the subject of such Disposition and (ii) the transferee (or
holder of a Lien on) such assets require that such Indebtedness be repaid as a
condition to the purchase of assets and (d) any liabilities associated with the
assets that are the subject of the Disposition to the extent such liabilities
are retained by the Company.

               "Net Worth" means, as at any date, the total amount of equity of
the Company and its Subsidiaries determined on a consolidated basis without
duplication in accordance with GAAP (calculated without giving effect to any
changes from and after the date hereof required by Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities).

               "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

               "Participant" has the meaning set forth in Section 9.04(e).

               "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

               "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested in compliance with Section 5.04;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other like Liens imposed by law, arising in the
         ordinary course of business and securing obligations that are not
         overdue by more than 30 days or are being contested in compliance with
         Section 5.04;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business; and

                  (e) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of any Borrower;

                           Five-Year Credit Agreement
<PAGE>   16
                                      -12-

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

               "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

               "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

               "Prime Rate" means the rate of interest per annum publicly
announced from time to time by Chase as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

               "Register" has the meaning set forth in Section 9.04(c).

               "Regulations D, U and X" means, respectively, Regulations D, U
and X of the Board (or any successor), as the same may be modified and
supplemented and in effect from time to time.

               "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

               "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided that, for all purposes after the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

               "Revolving Credit Exposure" means, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender's Revolving
Loans.

               "Revolving Loan" means a Loan made pursuant to Section 2.01.

               "SAP" means the accounting procedures and practices prescribed or
permitted by the Applicable Insurance Regulatory Authority or the NAIC.

               "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

                           Five-Year Credit Agreement
<PAGE>   17
                                      -13-


               "Screen" means the display page 3750 for LIBOR on the Dow Jones
Markets (Telerate) Service (or on any successor or substitute page of such
Service, as determined by the Administrative Agent); provided that if the
Administrative Agent determines that there is no such relevant display page for
LIBOR, "Screen" shall mean the relevant display page for LIBOR (as determined by
the Administrative Agent) on the Reuter Monitor Money Rates Service.

               "SEC" means the Securities and Exchange Commission or any
governmental authority succeeding to its principal functions.

               "Securities Transactions" means (a) securities lending
arrangements, and (b) repurchase and reverse repurchase arrangements with
respect to securities and financial instruments.

               "Separate Accounts Assets" means, as at any date, the "Separate
Accounts assets" of the Company, determined in accordance with SAP, reported as
such in the Statutory Statements of the Company.

               "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D).
Such reserve percentages shall include those imposed pursuant to Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

               "Statutory Statement" means a statement of the condition and
affairs of the Company, prepared in accordance with SAP, and filed with the
Applicable Insurance Regulatory Authority.

               "Subsidiary" means, with respect to any Person (the "parent") at
any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

                           Five-Year Credit Agreement
<PAGE>   18
                                      -14-


               "Support Agreement" means the Support Agreement dated as of
November 30, 1984 between the Company and Funding, as amended and restated
effective as of that date on July 2, 1985.

               "Surplus Relief Reinsurance" means any transaction in which the
Company or any Subsidiary of the Company cedes business under a reinsurance
agreement that would be considered a "financing-type" reinsurance agreement as
determined by the independent certified public accountants of the Company in
accordance with principles published by the Financial Accounting Standards Board
or the Second Edition of the AICPA Audit Guide for Stock Life Insurance
Companies (pp. 91-92), as the same may be revised from time to time.

               "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

               "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

               "Transactions" means the execution, delivery and performance by
the Borrowers of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

               "Type", when used in reference to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

               "Withdrawal Liability" means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

               SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                           Five-Year Credit Agreement
<PAGE>   19
                                      -15-

               SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

               SECTION 1.04. Accounting Terms; GAAP; SAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP or SAP, as the case may be, as in effect
from time to time; provided that, if the Company notifies the Administrative
Agent that the Company requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or
SAP, as the case may be, or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or SAP, as the case may be, or in the application thereof, then such
provision shall be interpreted on the basis of GAAP or SAP, as the case may be,
as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

                           Five-Year Credit Agreement
<PAGE>   20
                                      -16-


                                   ARTICLE II

                                   THE CREDITS

               SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Borrowers
from time to time during the Availability Period in an aggregate principal
amount that will not result in (a) such Lender's Revolving Credit Exposure
exceeding such Lender's Commitment or (b) the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
exceeding the total Commitments. Within the foregoing limits and subject to the
terms and conditions set forth herein, either Borrower or both Borrowers may
borrow, prepay and reborrow Revolving Loans.

               SECTION 2.02. Loans and Borrowings.

               (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments and Competitive Bids of the
Lenders are several and not joint, and no Lender shall be responsible for any
other Lender's failure to make Loans as required.

               (b) Subject to Section 2.12, (i) each Revolving Borrowing shall
be comprised entirely of ABR Loans or Eurodollar Loans as the relevant Borrower
may request in accordance herewith, and (ii) each Competitive Borrowing shall be
comprised entirely of Eurodollar Loans or Fixed Rate Loans as the relevant
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the relevant Borrower to repay such Loan in
accordance with the terms of this Agreement.

               (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $10,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments. Each
Competitive Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $10,000,000. Borrowings of more than
one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of 10 Eurodollar Revolving Borrowings
outstanding.

               (d) Notwithstanding any other provision of this Agreement, the
Borrowers shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

                           Five-Year Credit Agreement
<PAGE>   21
                                      -17-


               SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the relevant Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the relevant Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:

               (i) the name of the Borrower and aggregate amount of the
           requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be an ABR Borrowing or a
           Eurodollar Borrowing;

               (iv) in the case of a Eurodollar Borrowing, the initial Interest
           Period to be applicable thereto, which shall be a period contemplated
           by the definition of the term "Interest Period"; and

               (v) the location and number of the relevant Borrower's account to
           which funds are to be disbursed, which shall comply with the
           requirements of Section 2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the relevant Borrower shall be deemed to have selected an Interest Period of one
month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

               SECTION 2.04. Competitive Bid Procedure.

               (a) Subject to the terms and conditions set forth herein, from
time to time during the Availability Period either Borrower or both Borrowers
may request Competitive Bids and may (but shall not have any obligation to)
accept Competitive Bids and borrow Competitive Loans; provided that the sum of
the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the total
Commitments. To request Competitive Bids, the relevant Borrower shall notify the
Administrative Agent of such request by telephone, in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, four Business Days
before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that the Borrowers may
submit up to (but not more than) three Competitive Bid Requests on the same day,
but a
                           Five-Year Credit Agreement
<PAGE>   22
                                      -18-

Competitive Bid Request shall not be made within five Business Days after the
date of any previous Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Competitive Bid Request in a form approved by
the Administrative Agent and signed by the relevant Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02:

               (i) the name of the Borrower and aggregate amount of the
           requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be a Eurodollar Borrowing or a
           Fixed Rate Borrowing;

               (iv) the Interest Period to be applicable to such Borrowing,
           which shall be a period contemplated by the definition of the term
           "Interest Period"; and

               (v) the location and number of the relevant Borrower's account to
           which funds are to be disbursed, which shall comply with the
           requirements of Section 2.05.

               Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Administrative Agent shall notify the Lenders
of the details thereof by telecopy, inviting the Lenders to submit Competitive
Bids.

               (b) Each Lender may (but shall not have any obligation to) make
one or more Competitive Bids to the relevant Borrower in response to a
Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by the Administrative Agent and must be received by the Administrative
Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later
than 9:30 a.m., New York City time, three Business Days before the proposed date
of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 9:30 a.m., New York City time, on the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to the
form approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $10,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the relevant Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places), and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

                           Five-Year Credit Agreement
<PAGE>   23
                                      -19-

               (c) The Administrative Agent shall promptly notify the relevant
Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.

               (d) Subject only to the provisions of this paragraph, the
relevant Borrower may accept or reject any Competitive Bid. Such Borrower shall
notify the Administrative Agent by telephone, confirmed by telecopy in a form
approved by the Administrative Agent, whether and to what extent it has decided
to accept or reject each Competitive Bid, in the case of a Eurodollar
Competitive Borrowing, not later than 10:30 a.m., New York City time, three
Business Days before the date of the proposed Competitive Borrowing, and in the
case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time,
on the proposed date of the Competitive Borrowing; provided that (i) the failure
of such Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by such Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made by such Borrower in consultation with the Administrative
Agent pro rata in accordance with the amount of each such Competitive Bid, and
(v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a minimum principal
amount of $5,000,000 and an integral multiple of $1,000,000; and provided
further that if a Competitive Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Competitive Loan may be for
a minimum of $1,000,000 or any integral multiple thereof, and in calculating the
pro rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
relevant Borrower in consultation with the Administrative Agent. A notice given
by the relevant Borrower pursuant to this paragraph shall be irrevocable.

               (e) The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

               (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the relevant Borrower at least one quarter of an hour earlier
than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section.
                           Five-Year Credit Agreement
<PAGE>   24
                                      -20-

               SECTION 2.05. Funding of Borrowings.

               (a) Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds by
noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the relevant Borrower by
promptly crediting the amounts so received, in immediately available funds, to
an account of such Borrower maintained with the Administrative Agent in New York
City and designated by such Borrower in the applicable Borrowing Request or
Competitive Bid Request.

               (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the relevant Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of such Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

               SECTION 2.06. Interest Elections.

               (a) Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar
Revolving Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the relevant Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section. The relevant Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. This Section shall not apply to Competitive
Borrowings, which may not be converted or continued.

               (b) To make an election pursuant to this Section, the relevant
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if such
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written

                           Five-Year Credit Agreement
<PAGE>   25
                                      -21-


Interest Election Request in a form approved by the Administrative Agent and
signed by the relevant Borrower.

               (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

               (i) the name of the Borrower and Borrowing to which such Interest
           Election Request applies and, if different options are being elected
           with respect to different portions thereof, the portions thereof to
           be allocated to each resulting Borrowing (in which case the
           information to be specified pursuant to clauses (iii) and (iv) below
           shall be specified for each resulting Borrowing);

               (ii) the effective date of the election made pursuant to such
           Interest Election Request, which shall be a Business Day;

               (iii) whether the resulting Borrowing is to be an ABR Borrowing
           or a Eurodollar Borrowing; and

               (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
           Interest Period to be applicable thereto after giving effect to such
           election, which shall be a period contemplated by the definition of
           the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month's duration.

               (d) Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

               (e) If the relevant Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Revolving Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
relevant Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Revolving Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

               SECTION 2.07. Termination and Reduction of Commitments.

               (a) Unless previously terminated, the Commitments shall terminate
on the Maturity Date.

               (b) Upon the occurrence of either (i) a Change in Control or (ii)
a Disposition of all or any substantial part of the assets of the Company in
connection with a reorganization of the

                           Five-Year Credit Agreement
<PAGE>   26
                                      -22-


Company and its Subsidiaries in connection with the establishment of a mutual
holding company, the Administrative Agent shall, at the request of the Required
Lenders, by notice to the Borrowers, terminate the Commitments, and thereupon
the Commitments shall terminate immediately.

               (c) The Borrowers may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $10,000,000 and (ii) the
Borrowers shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans in accordance with Section 2.09, the
sum of the Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments.

               (d) The Borrowers shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (c) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrowers pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrowers may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrowers (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

               SECTION 2.08. Repayment of Loans; Evidence of Debt.

               (a) Each Borrower hereby unconditionally promises to pay (i) to
the Administrative Agent for account of each Lender the then unpaid principal
amount of each Revolving Loan made to such Borrower hereunder on the Maturity
Date, and (ii) to the Administrative Agent for account of each Lender the then
unpaid principal amount of each Competitive Loan made to such Borrower on the
last day of the Interest Period applicable to such Loan.

               (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

               (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the name of the Borrower and amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent from either Borrower
hereunder for the account of the Lenders and each Lender's share thereof.

                           Five-Year Credit Agreement
<PAGE>   27
                                      -23-


               (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of either
Borrower to repay its Loans in accordance with the terms of this Agreement.

               (e) Any Lender may request that Loans made by it be evidenced by
a promissory note. In such event, the relevant Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

               SECTION 2.09. Prepayment of Loans.

               (a) Each Borrower shall have the right at any time and from time
to time to prepay any Borrowing of such Borrower in whole or in part, subject to
prior notice in accordance with paragraph (b) of this Section; provided that no
Borrower shall have the right to prepay any Competitive Loan without the prior
consent of the Lender thereof.

               (b) The Borrowers shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, or (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the name of the Borrower, the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with
a conditional notice of termination of the Commitments as contemplated by
Section 2.07, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.07. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.11.

               (c) Upon the occurrence of either (i) a Change in Control, or
(ii) a Disposition of all or any substantial part of the assets of the Company
in connection with a reorganization of the Company and its Subsidiaries in
connection with the establishment of a mutual holding company, each Borrower
agrees that if requested by the Administrative Agent (acting at the request of
Lenders holding more than 50% of the aggregate principal amount of Loans
outstanding hereunder), such Borrower will promptly prepay each Loan, together
with accrued

                           Five-Year Credit Agreement
<PAGE>   28
                                      -24-


interest; provided that no prepayment of any Competitive Loan shall be made
without the prior consent of the Lender thereof.

               SECTION 2.10. Fees.

               (a) The Company agrees to pay to the Administrative Agent for
account of each Lender a facility fee, which shall accrue at the Applicable Rate
on the daily amount of the Commitment of such Lender (whether used or unused)
during the period from and including the date hereof to but excluding the date
on which such Commitment terminates; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the date
on which the Commitments terminate shall be payable on demand. All facility fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

               (b) Each Borrower agrees to pay to the Administrative Agent for
its own account a fee for each Competitive Bid Request submitted by such
Borrower under Section 2.04 in an amount equal to $2,500.

               (c) The Borrowers agree to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrowers and the Administrative Agent.

               (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

               SECTION 2.11. Interest.

               (a) The Loans comprising each ABR Borrowing shall bear interest
at the Alternate Base Rate.

               (b) The Loans comprising each Eurodollar Borrowing shall bear
interest (i) in the case of a Eurodollar Revolving Loan, the Adjusted LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate,
or (ii) in the case of a Eurodollar Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

               (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

                           Five-Year Credit Agreement
<PAGE>   29
                                      -25-

               (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by either Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.

               (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

               (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

               SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

               (a) the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period; or

               (b) the Administrative Agent is advised by the Required Lenders
(or, in the case of a Eurodollar Competitive Loan, the Lender that is required
to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the relevant Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing
and (iii) any request by the relevant Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the

                           Five-Year Credit Agreement
<PAGE>   30
                                      -26-


circumstances giving rise to such notice do not affect all the Lenders, then
requests by such Borrower for Eurodollar Competitive Borrowings may be made to
Lenders that are not affected thereby and (B) if the circumstances giving rise
to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.

               SECTION 2.13. Increased Costs.

               (a) If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
           deposit or similar requirement against assets of, deposits with or
           for the account of, or credit extended by, any Lender (except any
           such reserve requirement reflected in the Adjusted LIBO Rate); or

               (ii) impose on any Lender or the London interbank market any
           other condition affecting this Agreement or Eurodollar Loans or Fixed
           Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the relevant Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

               (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's or the capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time each Borrower will pay to such Lender,
as the case may be, such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered.

               (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
relevant Borrower(s) and shall be conclusive absent manifest error. Such
Borrower(s) shall pay such Lender, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.

               (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that no Borrower shall be
required to compensate a Lender pursuant to this Section for any increased costs
or reductions incurred more than 90 days prior to the date that such Lender
notifies the relevant Borrower(s) of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the

                           Five-Year Credit Agreement
<PAGE>   31
                                      -27-


270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

               (e) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

               SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period applicable thereto (including, without
limitation, as a result of a mandatory prepayment under Section 2.09(c) or an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.09(b) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by either Borrower pursuant to Section 2.17, then, in any such
event, the relevant Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the relevant Borrower and shall
be conclusive absent manifest error. Such Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 days after receipt
thereof.

               SECTION 2.15. Taxes.

               (a) Any and all payments by or on account of any obligation of
each Borrower hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if either Borrower shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent or Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

                           Five-Year Credit Agreement
<PAGE>   32
                                      -28-


               (b) In addition, each Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

               (c) Each Borrower shall indemnify the Administrative Agent and
each Lender within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of such Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the relevant Borrower by a Lender, or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.

               (d) As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by the relevant Borrower to a Governmental Authority, such
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

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

               SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

               (a) Each Borrower shall make each payment required to be made by
it hereunder (whether of principal, interest or fees, or of amounts payable
under Section 2.13, 2.14 or 2.15, or otherwise) prior to noon, New York City
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York, except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

                           Five-Year Credit Agreement
<PAGE>   33
                                      -29-


               (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

               (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by either Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

               (d) Unless the Administrative Agent shall have received notice
from the relevant Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that such Borrower
will not make such payment, the Administrative Agent may assume that such
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders, the amount due. In
such event, if such Borrower has not in fact made such payment, then each of the
Lenders, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

               (e) If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of
such Lender to satisfy such Lender's obligations under such Sections until all
such unsatisfied obligations are fully paid.


                           Five-Year Credit Agreement
<PAGE>   34
                                      -30-


               SECTION 2.17. Mitigation Obligations; Replacement of Lenders.

               (a) If any Lender requests compensation under Section 2.13, or if
either Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall, upon the request of such Borrower, use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. Each Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

               (b) If any Lender (or any Participant in Loans made by such
Lender) requests compensation under Section 2.13, or if either Borrower is
required to pay any additional amount to any Lender (or any Participant in Loans
made by such Lender) or any Governmental Authority for account of any Lender (or
any Participant in Loans made by such Lender) pursuant to Section 2.15, or if
any Lender defaults in its obligation to fund Loans hereunder, then the Company
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans), accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the relevant Borrower (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such assignment
and delegation cease to apply.


               SECTION 2.18. Increase in Commitments. The Company shall have the
right, so long as no Default shall have occurred and be continuing, without the
consent of any Lender (except as described in clause (i) below) but with the
consent of the Administrative Agent (which consent shall not be unreasonably
withheld), at any time prior to the Maturity Date, to increase the total
aggregate amount of the Commitments hereunder by (a) adding a lender or lenders
hereto with a Commitment or Commitments of up to the amount (or aggregate
amount) of such increase (which lender or lenders shall thereupon become
"Lenders" hereunder) and/or (b) enabling any Lender or Lenders to increase its
(or their) Commitment (or Commitments) up to the amount of any such increase;
provided that: (i) in no event shall any Lender's Commitment be increased
without the consent of such Lender, (ii) if any Revolving

                           Five-Year Credit Agreement
<PAGE>   35
                                      -31-


Loans are outstanding hereunder on the date that any such increase is to be
effective, the principal amount of any such Revolving Loans shall on or prior to
the effectiveness of such increase, at the option of the Borrowers, either (A)
be repaid, together with accrued interest thereon and any costs incurred by any
Lender in accordance with Section 2.14 (but all such Loans may, on the terms and
conditions hereof, be reborrowed on the date that any such increase becomes
effective pro rata among all of the Lenders) or (B) be converted into
Competitive Loans with the same terms (including, without limitation, interest
rate) and maturity of such Revolving Loans, provided that the Competitive Loans
into which such Revolving Loans are converted shall constitute a utilization of
the Commitments, (iii) any such increase shall be in an integral multiple of
$50,000,000, (iv) in no event shall any increase result in the total aggregate
amount of the Commitments exceeding $1,250,000,000, (v) no increase in
Commitments contemplated by this Section 2.18 shall result in any one Lender
having a Commitment in an amount which equals more than 20% of the aggregate
amount of the Commitments hereunder, and (vi) no increase in Commitments shall
occur within 12 months of a reduction in the Commitments pursuant to Section
2.07.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


                  The Company represents and warrants to the Lenders that:

               SECTION 3.01. Organization; Powers. The Company and each of its
Material Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Change, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

              SECTION 3.02. Authorization; Enforceability. The Transactions are
within each Borrower's corporate powers and have been duly authorized by all
necessary corporate action. This Agreement and the Support Agreement have been
duly executed and delivered by each Borrower and each constitutes a legal, valid
and binding obligation of each Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

                           Five-Year Credit Agreement
<PAGE>   36
                                      -32-


               SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of either Borrower or any order of any Governmental
Authority, and (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon either Borrower or its assets, or
give rise to a right thereunder to require any payment to be made by either
Borrower.

               SECTION 3.04. Financial Condition; No Material Adverse Change.

               (a) The Company has heretofore furnished to the Lenders its
audited consolidated balance sheet and statements of earnings, equity and cash
flows (i) as of and for the fiscal year ended December 31, 1997, reported on by
Deloitte & Touche, LLP, independent public accountants. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Company and its consolidated
Subsidiaries, as of the date thereof and for such fiscal year, in accordance
with GAAP.

               (b) The Company has heretofore furnished to each of the Lenders
the annual Statutory Statement of the Company as at and for the year ended
December 31, 1997, as filed with the Applicable Insurance Regulatory Authority.
Such Statutory Statement presents fairly, in all material respects, the
financial position and results of operations of the Company , as of the date
thereof and for such year, in accordance with SAP.

               (c) Since December 31, 1997, there has been no material adverse
change in the business, assets, property, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries taken as a whole from that set
forth in the respective financial statements referred to in Section 3.04(a).

               SECTION 3.05. Properties.

               (a) The Company and each of its Material Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.

               (b) The Company and each of its Material Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Company and its Material Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change.

               SECTION 3.06. Litigation and Environmental Matters.

               (a) There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Company or Funding,

                           Five-Year Credit Agreement
<PAGE>   37
                                      -33-

threatened against or affecting the Company or any of its Material Subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, is reasonably likely, individually or in the
aggregate, to result in a Material Adverse Change (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

               (b) Except for the Disclosed Matters and except with respect to
any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Change, neither the Company nor any
of its Material Subsidiaries (i) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

               SECTION 3.07. Compliance with Laws and Agreements. The Company
and each of its Material Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change. No Default has occurred and is continuing.

               SECTION 3.08. Investment and Holding Company Status. Neither the
Company nor any of its Material Subsidiaries (other than Funding) is an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940, and Funding is an "investment company" as
defined in such Act that is exempt from the requirements of such Act. Neither
the Company nor any of its Material Subsidiaries is a "holding company" as
defined in, or subject to regulation under, the Public Utility Holding Company
Act of 1935.

               SECTION 3.09. Taxes. The Company and each of its Subsidiaries has
timely filed or caused to be filed all tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Change.

               SECTION 3.10. ERISA. Each Plan and, to the knowledge of the
Company, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects with, the applicable
provisions of ERISA, the Code and any other Federal or State law, and no ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Change.

               SECTION 3.11. Disclosure. None of the reports, financial
statements, certificates or other information furnished by or on behalf of the
Company to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein,

                           Five-Year Credit Agreement
<PAGE>   38
                                      -34-

in the light of the circumstances under which they were made, not misleading;
provided that (a) with respect to projected financial information, the Company
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time, and (b) the Company is
considering selling its existing U.S. commercial finance operations.

               SECTION 3.12. Margin Stock. No part of the proceeds of any Loan
hereunder will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations U and X. Not more than 25% of the value (as determined by any
reasonable method) of the assets of either the Company or Funding is represented
by Margin Stock.

               SECTION 3.13. Year 2000. Substantially all programming required
to handle all material dates and date processing, in and following the year
2000, of (i) the Company's and each of its Material Subsidiaries' computer
systems and (ii) equipment containing embedded microchips (including systems and
equipment supplied by others or with which the Company's or such Material
Subsidiaries' systems interface) and the testing of all such systems and
equipment, as so reprogrammed, will be substantially completed by July 1, 1999.
The expected cost to the Company and its Material Subsidiaries of such
reprogramming and testing and of the reasonably foreseeable consequences of year
2000 to the Company and its Material Subsidiaries (including, without
limitation, reprogramming errors and the failure of others' systems or
equipment) is not anticipated to result in a Default or a Material Adverse
Change.


                                   ARTICLE IV

                                   CONDITIONS


               SECTION 4.01. Effective Date. The obligations of the Lenders to
make Loans hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section
9.02):

               (a) The Administrative Agent (or its counsel) shall have received
from each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement.

               (b) The Administrative Agent shall have received an opinion,
addressed to it and the Lenders and dated the Effective Date, of Ruth R. Gluck,
Esq., Associate General Counsel to the Company and Assistant General Counsel to
Funding, substantially in the form of Exhibit B, and covering such other matters
relating to the Borrowers, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrowers hereby request such counsel to
deliver such opinion.

                           Five-Year Credit Agreement
<PAGE>   39
                                      -35-


               (c) The Administrative Agent shall have received an opinion,
addressed to it and the Lenders and dated the Effective Date, or Milbank, Tweed,
Hadley and McCloy, special New York counsel to Chase, substantially in the form
of Exhibit C. Chase hereby instructs such counsel to deliver such opinion to the
Lenders and the Administrative Agent.

               (d) The Administrative Agent shall have received such documents
and certificates as the Administrative Agent, its counsel or any Lender may
reasonably request relating to the organization, existence and good standing of
each of the Borrowers, the authorization of the Transactions and any other legal
matters relating to the Borrowers, this Agreement or the Transactions, all in
form and substance satisfactory to the Administrative Agent and its counsel.

               (e) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrowers hereunder.

The Administrative Agent shall notify the Borrowers and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on April
28, 1998 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

               SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing, is subject to the satisfaction of
the following conditions:

                  (a) The representations and warranties of each of the
         Borrowers set forth in this Agreement (other than, after the Effective
         Date, in Section 3.04(c) and in Section 3.06) shall be true and correct
         on and as of the date of such Borrowing.

                  (b) At the time of and immediately after giving effect to such
         Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
each Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.


                                   ARTICLE V

                              AFFIRMATIVE COVENANTS


               Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, each Borrower covenants and agrees with the Lenders that:

                           Five-Year Credit Agreement
<PAGE>   40
                                      -36-


               SECTION 5.01. Financial Statements and Other Information. The
Company will furnish to the Administrative Agent and each Lender:

                  (a) as soon as they are available but in any event within 120
         days after the end of each fiscal year of the Company, its audited
         consolidated balance sheet and related statements of earnings, equity
         and cash flows as of the end of and for such year, setting forth in
         each case in comparative form the figures for the previous fiscal year,
         all reported on by Deloitte & Touche, LLP or other independent public
         accountants of recognized national standing (without a "going concern"
         or like qualification or exception and without any qualification or
         exception as to the scope of such audit) to the effect that such
         consolidated financial statements present fairly in all material
         respects the financial condition and results of operations of the
         Company and its consolidated Subsidiaries on a consolidated basis in
         accordance with GAAP consistently applied;

                  (b) concurrently with any delivery of financial statements
         under clause (a) above or (except as to clause (ii) of this paragraph
         (b)) clause (c) or (d) below, a certificate of a Financial Officer of
         the Company (i) certifying as to whether a Default has occurred and, if
         a Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Section
         6.04 and (iii) stating whether any change in GAAP or SAP, as the case
         may be, or in the application thereof has occurred since the date of
         the financial statements referred to in Section 3.04 and, if any such
         change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;

                  (c) within 5 days after filing with the Applicable Insurance
         Regulatory Authority and in any event within 60 days after the end of
         each year, the annual Statutory Statement of the Company for such year,
         certified by one of its Financial Officers as presenting fairly in all
         material respects the financial position of the Company for such year
         in accordance with SAP;

                  (d) within 5 days after filing with the Applicable Insurance
         Regulatory Authority and in any event within 60 days after the end of
         each of the first three quarterly periods of each year, the quarterly
         Statutory Statement of the Company for such period, certified by one of
         its Financial Officers as presenting fairly in all material respects
         the financial position of the Company for such period in accordance
         with SAP; and

                  (e) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Company or any of its Subsidiaries, or compliance with
         the terms of this Agreement, as the Administrative Agent or any Lender
         may reasonably request.

               SECTION 5.02. Notices of Defaults. The Borrowers will furnish to
the Administrative Agent and each Lender prompt written notice of the occurrence
of any Default. Each such notice shall be accompanied by a statement of a
Financial Officer or other executive

                           Five-Year Credit Agreement
<PAGE>   41
                                      -37-


officer of the Company setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.

               SECTION 5.03. Existence; Conduct of Business. The Company will,
and will cause each of its Material Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation, dissolution or other transaction
permitted under Section 6.02.

               SECTION 5.04. Payment of Obligations. The Company will, and will
cause each of its Material Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Change before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Company or such Material Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to
make payment pending such contest could not reasonably be expected to result in
a Material Adverse Change.

               SECTION 5.05. Maintenance of Properties; Insurance. The Company
will, and will cause each of its Material Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

               SECTION 5.06. Books and Records; Inspection Rights. The Company
will, and will cause each of its Material Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Company will, and will cause each of its Material Subsidiaries to, permit any
representative designated by the Administrative Agent (and, if a Default shall
have occurred and be continuing, any representatives designated by any Lender),
upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested.

               SECTION 5.07. Compliance with Laws. The Company will, and will
cause each of its Material Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Change.

               SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be
used only for general corporate purposes (including the back-up of commercial
paper) of the Company and its Subsidiaries in the ordinary course of business;
provided that no part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X; provided

                           Five-Year Credit Agreement
<PAGE>   42
                                      -38-


further that no part of the proceeds of any Loan will be used, whether directly
or indirectly, to acquire the capital stock or business of any other Person
without the consent of such Person; and provided further that neither the
Administrative Agent nor any Lender shall have any responsibility as to the use
of any such proceeds.

               SECTION 5.09. Support Agreement. The Borrowers will maintain the
Support Agreement in full force and effect, and comply with the provisions
thereof, and will not modify, supplement or waive any of its provisions without
the prior consent of the Administrative Agent (with the approval of the Required
Lenders); provided that any modification, supplement or waiver that reduces or
impairs the support provided to Funding shall require the approval of all
Lenders.


                                   ARTICLE VI

                               NEGATIVE COVENANTS


               Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, each Borrower covenants and agrees with the Lenders that:

               SECTION 6.01. Liens. Neither Borrower will create, incur, assume
or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

                  (a)  Permitted Encumbrances;

                  (b) any Lien existing on any property or asset prior to the
         acquisition thereof by such Borrower; provided that (i) such Lien is
         not created in contemplation of or in connection with such acquisition,
         (ii) such Lien shall not apply to any other property or assets of such
         Borrower, and (iii) such Lien shall secure only those obligations which
         it secures on the date of such acquisition;

                  (c) Liens on assets acquired, constructed or improved by such
         Borrower; provided that (i) such security interests and the
         Indebtedness secured thereby are incurred prior to or within 360 days
         after such acquisition or the completion of such construction or
         improvement, (ii) the Indebtedness secured thereby does not exceed the
         cost of acquiring, constructing or improving such assets, and (iii)
         such security interests shall not apply to any other property or assets
         of such Borrower;

                  (d) Liens on any property or assets of any Person existing at
         the time such Person is merged or consolidated with or into such
         Borrower and not created in contemplation of such event;

                           Five-Year Credit Agreement
<PAGE>   43
                                      -39-

                  (e) Liens on any real property securing Indebtedness in
         respect of which (i) the recourse of the holder of such Indebtedness
         (whether direct or indirect and whether contingent or otherwise) under
         the instrument creating the Lien or providing for the Indebtedness
         secured by the Lien is limited to such real property directly securing
         such Indebtedness and (ii) such holder may not under the instrument
         creating the Lien or providing for the Indebtedness secured by the Lien
         collect by levy of execution or otherwise against assets or property of
         such Borrower (other than such real property directly securing such
         Indebtedness) if such Borrower fails to pay such Indebtedness when due
         and such holder obtains a judgement with respect thereto;

                  (f) Liens arising out of Securities Transactions entered into
         in the ordinary course of business and on ordinary business terms;

                  (g)  Liens arising out of Asset Securitizations;

                  (h)  Liens on Separate Accounts Assets;

                  (i) Liens arising out of the ordinary course of the Company's
         business that do not secure any Indebtedness; provided that the
         obligations of the Company secured such Liens shall not exceed
         $2,000,000,000 at any one time outstanding;

                  (j) Liens not otherwise permitted by the foregoing clauses of
         this Section 6.01; provided that the aggregate principal amount of the
         Indebtedness secured such Liens shall not exceed $3,000,000,000 at any
         one time outstanding; and

                  (k) any extension, renewal or replacement of the foregoing;
         provided that the Liens permitted hereunder shall not be spread to
         cover any additional Indebtedness or assets (other than a substitution
         of like assets) unless such additional Indebtedness or assets would
         have been permitted in connection with the original creation,
         incurrence or assumption of such Lien.

               SECTION 6.02. Fundamental Changes (a) Neither Borrower will merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or any substantial part
of its assets (excluding assets sold or disposed of in the ordinary course of
business), or (in the case of the Company) all or any substantial part of the
stock of Funding (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve; provided that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i)
any Subsidiary of the Company may merge into the Company in a transaction in
which the Company is the surviving corporation, (ii) Funding may sell, transfer,
lease or otherwise dispose of its assets to the Company, (iii) the Company may
sell, transfer, lease or otherwise dispose of (a "Disposition") any of its
assets (other than any substantial part of the stock of Funding) so long as (x)
the Net Available Proceeds of such Disposition, together with the Net Available
Proceeds of all prior Dispositions since the date hereof, shall not exceed an
aggregate amount equal to 50% of Net Worth as set out in the most recent
consolidated financial statements of the Company delivered pursuant to

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<PAGE>   44
                                      -40-


Section 3.04(a) or Section 5.01(b), as the case may be, prior to such
Disposition, or (y) such Disposition occurs in connection with the
reorganization of the Company and its Subsidiaries in connection with the
establishment of a mutual holding company, (iv) the Company may merge or
consolidate with any other Person if the Company is the surviving corporation,
(v) the Company may demutualize, and (vi) in addition to any Dispositions
permitted under clause (iii), the Company may sell its existing U.S. commercial
finance operations and its existing Canadian operations.

               (b) The Company will not, and will not permit any of its Material
Subsidiaries to, engage to any material extent in any business other than (i)
businesses of the type conducted by the Company and its Material Subsidiaries on
the date of execution of this Agreement and businesses reasonably related
thereto or (ii) the business of providing financial services.

               SECTION 6.03. Transactions with Affiliates. The Company will not,
and will not permit any of its Material Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the Company
or such Material Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, and (b) transactions between or among the Company and
its wholly-owned Subsidiaries not involving any other Affiliate.

               SECTION 6.04. Net Worth. The Company will not, at any time,
permit Net Worth to be less than $8,500,000,000.


                                  ARTICLE VII

                                EVENTS OF DEFAULT



               If any of the following events ("Events of Default") shall occur:

                  (a) either Borrower shall fail to pay any principal of any
         Loan when and as the same shall become due and payable, whether at the
         due date thereof or at a date fixed for prepayment thereof or
         otherwise;

                  (b) either Borrower shall fail to pay any interest on any Loan
         or any fee or any other amount (other than an amount referred to in
         clause (a) of this Article) payable under this Agreement, when and as
         the same shall become due and payable, and such failure shall continue
         unremedied for a period of five or more Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Company or any of its Material Subsidiaries in or in
         connection with this Agreement or any amendment or modification hereof
         or waiver hereunder, or in any report, certificate, financial statement
         or other document furnished pursuant to or in connection with this

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<PAGE>   45
                                      -41-



         Agreement or any amendment or modification hereof or waiver hereunder,
         shall prove to have been incorrect in any material respect when made or
         deemed made;

                  (d) either Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to such Borrower's existence), 5.08 or 5.09 or in Article VI;

                  (e) either Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in this Agreement (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from the Administrative Agent to the relevant Borrower
         (which notice will be given at the request of any Lender);

                  (f) the Company or any of its Material Subsidiaries shall fail
         to make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable;

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (with or without the giving of notice, the lapse of
         time or both) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Company or any of its
         Material Subsidiaries or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Company or any or its Material
         Subsidiaries or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                  (i) the Company or any of its Material Subsidiaries shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Company or any or its Material
         Subsidiaries or for a substantial part of its assets, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a

                           Five-Year Credit Agreement
<PAGE>   46
                                      -42-


         general assignment for the benefit of creditors or (vi) take any
         action for the purpose of effecting any of the foregoing;

                  (j) the Company or any of its Material Subsidiaries shall
         become unable, admit in writing or fail generally to pay its debts as
         they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $200,000,000 (or its equivalent in any
         other currency) shall be rendered against the Company, any Material
         Subsidiary of the Company or any combination thereof and the same shall
         remain undischarged for a period of 30 consecutive days during which
         execution shall not be effectively stayed; or

                  (l) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in liability
         of the Company and its Material Subsidiaries in an aggregate amount
         exceeding $100,000,000 in any year;

then, and in every such event (other than an event with respect to either
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, (A) the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the
Borrowers, terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (B) the Administrative Agent may, and at the request
of the Lenders holding more than 50% of the aggregate outstanding principal
amount of the Loans shall, by notice to the Borrowers, declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and in case of any event with
respect to either Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers.


                                  ARTICLE VIII

                                     AGENTS


               SECTION 8.01. Administrative Agent.

               (a) Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

                           Five-Year Credit Agreement
<PAGE>   47
                                      -43-


               (b) The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not the Administrative Agent,
and such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

               (c) The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Company or any of its Subsidiaries that is communicated to or obtained by the
Person serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrowers or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made by any other Person in or in
connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

               (d) The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
reasonably believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrowers),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

                           Five-Year Credit Agreement
<PAGE>   48
                                      -44-


               (e) The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

               (f) Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent's resignation
hereunder, the provisions of this Section 8.01 and Section 9.03 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while it was acting as Administrative Agent.

               (g) Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such 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
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

               SECTION 8.02. Syndication Agent and Co-Arranger. The Syndication
Agent and Co-Arranger named on the cover page of this Agreement, in its capacity
as such, shall have no obligation, responsibility or required performance
hereunder and shall not become liable in any manner to any party hereto. No
party hereto shall have any obligation or liability, or owe any performance,
hereunder, to the Syndication Agent and Co-Arranger in its capacity as such.

               SECTION 8.03. Documentation Agents. The Documentation Agents
named on the cover page of this Agreement, in their capacities as such, shall
have no obligation, responsibility or required performance hereunder and shall
not become liable in any manner to

                           Five-Year Credit Agreement
<PAGE>   49
                                      -45-

any party hereto. No party hereto shall have any obligation or liability, or owe
any performance, hereunder, to the Documentation Agents, in their capacities as
such.


                                   ARTICLE IX

                                  MISCELLANEOUS


               SECTION 9.01. Notices.

               Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

                  (a) if to the Company or Funding, to it at 1 Madison Avenue,
         New York, NY 10010, Attention of William J. Wheeler, Senior Vice
         President and Treasurer (Telecopy No. (212) 578-0266), with a copy to
         the Company, 1 Madison Avenue, New York, NY 10010, Attention of William
         H. Nugent, Assistant Vice President (Telecopy No. (212) 578-8321);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, The Loan & Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York, 10081, Attention of Laura Rebecca (Telecopy
         No. (212) 552-7490), with a copy to The Chase Manhattan Bank, 270 Park
         Avenue, 20th Floor, New York, New York 10017, Attention of Heather A.
         Lindstrom (Telecopy No. (212) 270-0670); and

                  (c) if to any Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

               SECTION 9.02. Waivers; Amendments.

                  (a) No failure or delay by the Administrative Agent or any
Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrowers therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the

                           Five-Year Credit Agreement
<PAGE>   50
                                      -46-

Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

               (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders or by the
Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, or (v) change any of the provisions of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent
hereunder without the prior written consent of the Administrative Agent.

               SECTION 9.03. Expenses; Indemnity: Damage; Waiver.

               (a) The Company shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans.

               (b) The Company shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the use or proposed use of the proceeds of any Loan, or (ii) any
actual or prospective claim, litigation, investigation or proceeding relating
thereto, whether based on contract, tort or any other theory and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent

                           Five-Year Credit Agreement
<PAGE>   51
                                      -47-

that such losses, claims, damages, liabilities or related expenses resulted from
the gross negligence or wilful misconduct of such Indemnitee.

               (c) To the extent that the Company fails to pay any amount
required to be paid by it to the Administrative Agent under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent, in its capacity as such.

               (d) To the extent permitted by applicable law, the Borrowers
shall not assert, and each Borrower hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or the use of the
proceeds thereof.

               (e) All amounts due under this Section shall be payable not later
than 10 days after written demand therefor.

               SECTION 9.04. Successors and Assigns.

               (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrowers may not assign or otherwise
transfer any of their respective rights or obligations hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer
by either Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

               (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Company and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not apply to rights in
respect of outstanding Competitive Loans, (iv) the parties to each assignment
shall execute and deliver to the

                           Five-Year Credit Agreement
<PAGE>   52
                                      -48-


Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; provided further that any consent of the Company otherwise
required under this paragraph shall not be required if an Event of Default under
clause (h) or (i) of Article VII has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

               (c) The Administrative Agent, acting for this purpose as an agent
of the Borrowers, shall maintain at one of its offices in the City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

               (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

               (e) Any Lender may, without the consent of the Borrowers or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative 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. Any

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                                      -49-


agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.16(c) as though it were a Lender.

               (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.15 unless
the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.15(e) as though it were a Lender.

               (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

               (h) Anything in this Section to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder
to the Company or any Affiliate or Subsidiary thereof without the prior written
consent of each Lender.

               SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrowers herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                           Five-Year Credit Agreement
<PAGE>   54
                                      -50-

               SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

               SECTION 9.07. Severability. Any provision of this Agreement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

               SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
relevant Borrower against any of and all the obligations of such Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

               SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process.

               (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

               (b) Each Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, 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 such New York State 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

                           Five-Year Credit Agreement
<PAGE>   55
                                      -51-


shall affect any right that the Administrative Agent or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement against the
Borrowers or their respective properties in the courts of any jurisdiction.

               (c) Each Borrower hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
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 in any court referred to
in paragraph (b) of this Section. 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.

               (d) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

               SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

               SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

               SECTION 9.12. Confidentiality. Each of the Administrative Agent
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes

                           Five-Year Credit Agreement
<PAGE>   56
                                      -52-

available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Company. For the purposes of this Section,
"Information" means all information received from the Company relating to the
Company or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company; provided that, in the case of information received
from the Company after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

               SECTION 9.13. Bilateral Lines. On the date of the execution and
delivery of this Agreement by the parties hereto, any existing bilateral line of
credit provided by any Lender to either or both of the Borrowers shall
automatically terminate and all fees payable to such Lender in connection
therewith accrued to such date shall immediately be due and payable.


               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.


                                      METROPOLITAN LIFE INSURANCE COMPANY


                                      By /s/ William J. Wheeler
                                         --------------------------------------
                                      Title: Senior Vice President and Treasurer


                                      METLIFE FUNDING, INC.


                                      By /s/ William H. Nugent
                                         --------------------------------------
                                      Title: Vice President and Treasurer

                           Five-Year Credit Agreement
<PAGE>   57
                                      -53-



                                      THE CHASE MANHATTAN BANK,
                                        individually and as
                                        Administrative Agent,


                                      By /s/ Heather A. Lindstrom
                                         --------------------------------------
                                      Title: Vice President


                                      CREDIT SUISSE FIRST BOSTON


                                      By /s/ Jay Chall
                                         --------------------------------------
                                      Title: Director


                                      By /s/ Robert N. Finney
                                         --------------------------------------
                                      Title: Managing Director


                                      THE BANK OF NEW YORK


                                      By /s/ Joseph M. Morgan
                                         --------------------------------------
                                      Title: Vice President


                                      CITIBANK, N.A.


                                      By /s/ Laughton Sherman
                                         --------------------------------------
                                      Title: Attorney-in-Fact

                           Five-Year Credit Agreement
<PAGE>   58
                                      -54-



                                      BANK OF TOKYO-MITSUBISHI TRUST
                                       COMPANY


                                      By /s/ John Beckwith
                                         --------------------------------------
                                      Title: Vice President


                                      THE FIRST NATIONAL BANK OF CHICAGO


                                      By /s/ Samuel W. Bridges
                                         --------------------------------------
                                      Title: First Vice President


                                      FIRST UNION NATIONAL BANK


                                      By /s/ Gail M. Golightly
                                         --------------------------------------
                                      Title: Senior Vice President


                                      FLEET NATIONAL BANK


                                      By /s/ Vijay J. Nazareth
                                         --------------------------------------
                                      Title: Vice President


                                      MELLON BANK, N.A.


                                      By /s/ Susan M. Whitewood
                                         --------------------------------------
                                      Title: Vice President

                           Five-Year Credit Agreement
<PAGE>   59
                                      -55-




                                      BANCO SANTANDER


                                      By /s/ Valerie Merrin
                                         --------------------------------------
                                      Title: Vice President


                                      By /s/ D. Rodriguez
                                         --------------------------------------
                                      Title: Vice President


                                      BANK OF AMERICA NATIONAL
                                        TRUST AND SAVINGS ASSOCIATION


                                      By /s/ Elizabeth W. F. Bishop
                                         --------------------------------------
                                      Title: Vice President


                                      BANKBOSTON, N.A.


                                      By /s/ Lawrence C. Bigelow
                                         --------------------------------------
                                      Title: Managing Director


                                      DEUTSCHE BANK

                                       By /s/ Eckard Osenberg
                                         --------------------------------------
                                       Title: Vice President


                                       By /s/ John S. McGill
                                         --------------------------------------
                                       Title: Vice President

                                       NATIONSBANK OF TEXAS, N.A.


                                       By /s/ Jim V. Miller
                                         --------------------------------------
                                       Title: Senior Vice President

                           Five-Year Credit Agreement
<PAGE>   60
                                      -56-




                                       STATE STREET BANK AND TRUST
                                         COMPANY


                                       By /s/ Edward M. Anderson
                                         --------------------------------------
                                       Title: Vice President


                                       SUNTRUST BANK, ATLANTA


                                       By /s/ David Wisdom
                                         --------------------------------------
                                       Title: Group Vice President


                                       By /s/ Laura G Harrison
                                         --------------------------------------
                                       Title: Assistant Vice President


                                       WACHOVIA BANK


                                       By /s/ Terence A. Snelling
                                         --------------------------------------
                                       Title: Senior Vice President


                                       BARCLAYS BANK


                                       By /s/ Karen M. Wagner
                                         --------------------------------------
                                       Title: Associate Director


                                       KEY BANK NATIONAL ASSOCIATION


                                       By /s/ Sharon F. Weinstein
                                         --------------------------------------
                                       Title: Vice President


                           Five-Year Credit Agreement
<PAGE>   61
                                      -57-


                                       NORTHERN TRUST COMPANY


                                       By /s/ Marcia P. Saper
                                         --------------------------------------
                                       Title: Vice President


                                       ISTITUTO BANCARIO SAN PAOLO DI
                                         TORINO S.P.A.


                                       By /s/ Wendell Jones
                                         --------------------------------------
                                       Title: Vice President


                                       By /s/ Ettore Viazzo
                                         --------------------------------------
                                       Title: Vice President


                                       U.S. BANK NATIONAL ASSOCIATION


                                       By /s/ Allen G. Highum
                                         --------------------------------------
                                       Title: Vice President


                                       BANK OF MONTREAL


                                       By /s/ Charles W. Reed
                                         --------------------------------------
                                       Title: Director


                                       BANK ONE TEXAS, N.A.


                                       By /s/ Barry J. Fields
                                         --------------------------------------
                                       Title: Vice President



                           Five-Year Credit Agreement
<PAGE>   62
                                      -58-


                                       BANKERS TRUST COMPANY


                                       By /s/ Vincent J. Abruzzini
                                         --------------------------------------
                                       Title: Managing Director


                                       BANQUE NATIONALE DE PARIS


                                       By /s/ Frances A. Meville
                                         --------------------------------------
                                       Title: Assistant Treasurer


                                       By /s/ Riva L. Howard
                                         --------------------------------------
                                       Title: Vice President


                                       DEN DANSKE BANK AKTIESELSKAB
                                         CAYMAN ISLANDS BRANCH


                                       By /s/ John A. O'Neill
                                         --------------------------------------
                                       Title: Vice President


                                       By /s/ Sonia Kataria
                                         --------------------------------------
                                       Title: Vice President


                                       PNC BANK NATIONAL ASSOCIATION

                                       By /s/ Eileen McDonald
                                         --------------------------------------
                                       Title: Vice President

                           Five-Year Credit Agreement
<PAGE>   63
                                                                   SCHEDULE 3.06

                                DISCLOSED MATTERS

                               [See Section 3.06]

               The Company is currently a defendant in numerous state and
federal lawsuits (including individual suits and putative class actions) raising
allegations of improper marketing of individual life insurance. Litigation
seeking compensatory and/or punitive damages relating to the marketing by the
Company of individual life insurance (including putative class and individual
actions) continues to be brought by or on behalf of policyholders and others.
These cases, most of which are in the early stages of litigation, seek
substantial damages, including in some cases claims for punitive and treble
damages and attorneys' fees, and raise, among other claims, allegations that
individual life insurance policies were improperly sold in replacement
transactions or with inadequate or inaccurate disclosure as to the period for
which premiums would be payable, or were misleadingly sold as savings or
retirement plans. Putative classes have been certified, conditionally or subject
to appeal, in state court actions covering certain policyholders in California
and West Virginia; class certification has been denied in a state court action
in Ohio thus far. A number of the federal cases alleging improper marketing of
individual life insurance have been consolidated in the united States District
Court for the Western District of Pennsylvania and the United States District
Court in Massachusetts for pretrial proceedings. Additional litigation relating
to the Company's marketing of individual life insurance may be commenced in the
future. The Company is vigorously defending itself in these actions.

               Regulatory authorities in a small number of states, including
both insurance departments and attorneys general, have ongoing investigations of
the Company's sales of individual life insurance, including investigations of
alleged improper replacement transactions and alleged improper sales of
insurance with inaccurate or inadequate disclosure as to the period for which
premiums would be payable. In addition, an investigation by the Office of the
United States Attorney for the Middle District of Florida, which commenced in
1994, into certain of the retirement and savings plan selling allegations that
had been a subject of regulatory inquiries, has not been closed.

               In addition to the foregoing matters, the Company is a defendant
in a large number of asbestos lawsuits relating to allegations regarding certain
research, advice and publication activity that occurred decades ago. While the
Company believes that it has significant defenses to these claims and has
effected settlements in many of these cases and has prevailed in certain cases,
it is not possible to predict the number of such cases that may be brought or
the aggregate amount of any liability that may ultimately be incurred by the
Company.

               Various litigation, claims and assessments against the Company,
in addition to the aforementioned and those otherwise provided for in the
Company's financial statements, have arisen in the course of the Company's
business, including in connection with its activities as an insurer, employer,
investor and taxpayer. Further, state insurance regulatory authorities and


                        Schedule 3.06 - Disclosed Matters
<PAGE>   64
                                      -2-


other state authorities regularly make inquiries and conduct investigations
concerning the Company's compliance with applicable insurance and other laws and
regulations.

               In certain of the matters referred to above, very large and/or
indeterminate amounts, including punitive and treble damages, are sought. While
it is not feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or to make a meaningful estimate of the
amount or range of loss that could result from an unfavorable outcome in all
such matters, it is the opinion of the Company's management that their outcome,
after consideration of the provisions made in the Company's financial
statements, is not likely to have a material adverse effect on the Company's
financial position.


                       Schedule 3.06 - Disclosed Matters
<PAGE>   65
                                                                       EXHIBIT A

                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

               Reference is made to the Credit Agreement dated as of April 27,
1998 (as amended and in effect on the date hereof, the "Credit Agreement"),
among Metropolitan Life Insurance Company, MetLife Funding, Inc.; the Lenders
named therein and The Chase Manhattan Bank, as Administrative Agent for the
Lenders. Terms defined in the Credit Agreement are used herein with the same
meanings.

               The Assignor named on the reverse hereof hereby sells and
assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth on the reverse hereof, the
interests set forth on the reverse hereof (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth on the reverse hereof in the Commitment of
the Assignor on the Assignment Date and Competitive Loans and Revolving Loans
owing to the Assignor which are outstanding on the Assignment Date, excluding
accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after
the Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest,
have the rights and obligations of a Lender thereunder and (ii) the Assignor
shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement.

               This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the Credit Agreement, duly completed and executed by the Assignee,
and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee
payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement.

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

                            Assignment and Acceptance

<PAGE>   66
                                      -2-


Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
("Assignment Date")(1):
<TABLE>
<CAPTION>

                                                      Percentage Assigned of
                                                      Facility/Commitment
                                                      (set forth, to at
                            Principal Amount          least 8 decimals, as a
                            Assigned (and             percentage of the
                            identifying               Facility and the
                            information as to         aggregate Commitments
                            individual                of all Lenders
Facility                    Competitive  Loans)       thereunder)          ___
--------                    -------------------       ------------------------
<S>                         <C>                       <C>
Commitment Assigned:                                   $                 %

Revolving Loans:

Competitive Loans:
</TABLE>

The terms set forth above and on the reverse side hereof are hereby agreed to:

                                         [Name of Assignor], as Assignor


                                         By:__________________________________
                                            Name:
                                           Title:

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

(1)  Must be at least five Business Days after execution hereof by all required
     parties.

                            Assignment and Acceptance
<PAGE>   67
                                      -3-

                                        [Name of Assignee], as Assignee


                                        By:__________________________________
                                           Name:
                                           Title:

 The undersigned hereby consent to the within assignment:(2)

[Name of Borrower],                                  The Chase Manhattan Bank,
                                                       as Administrative Agent,


By:_________________________                By:_________________________
   Name:                                       Name:
   Title:                                      Title:



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

(2)  Consents to be included to the extent required by Section 9.04(b) of the
     Credit Agreement.

                            Assignment and Acceptance
<PAGE>   68
                                                                       EXHIBIT B




                 [Form of Opinion of Counsel for the Borrowers]

                                                     April 27, 1998



To the Lenders Referred to Below and
The Chase Manhattan Bank, as
  Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

               I am the Associate General Counsel of Metropolitan Life Insurance
Company (the "Company"), a New York corporation, and the Assistant General
Counsel of and MetLife Funding, Inc., a Delaware corporation ("Funding, and
together with the Company, the "Borrowers"), and in such capacities have
represented the Borrowers in connection with the Five-Year Credit Agreement
dated as of April 27, 1998 (the "Credit Agreement"), among the Borrowers, the
lenders named therein, and The Chase Manhattan Bank, as Administrative Agent,
providing for loans to be made by said lenders to the Borrowers in an aggregate
principal amount not to exceed $1,000,000,000 (as the same may be increased
pursuant to Section 2.18 thereof). Terms defined in the Credit Agreement are
used herein with the same meanings. This opinion is being delivered pursuant to
Section 4.01(b) of the Credit Agreement.

               In rendering the opinions expressed below, I have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I
have deemed necessary or advisable for purposes of this opinion.

               Upon the basis of the foregoing, I am of the opinion that:

                  1. The Company (a) is a corporation duly organized, validly
         existing and in good standing under the laws of New York, (b) Funding
         is a corporation duly organized, validly existing and in good standing
         under the laws of Delaware, (c) each of the Company and Funding has all
         requisite power and authority to carry on its business as now conducted
         and (c) except where the failure to do so, individually or in the
         aggregate, could not reasonably be expected to result in a Material
         Adverse Change, the Company

                      Opinion of Counsel for the Borrowers
<PAGE>   69
         and each of its Material Subsidiaries is qualified to do business in,
         and is in good standing in, every jurisdiction where such qualification
         is required.

                  2. The Transactions are within each Borrower's corporate
         powers and have been duly authorized by all necessary corporate action.
         The Credit Agreement has been duly executed and delivered by each
         Borrower and constitutes a legal, valid and binding obligation of such
         Borrower, enforceable in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         laws affecting creditors' rights generally and subject to general
         principles of equity, regardless of whether considered in a proceeding
         in equity or at law.

                  3. The Transactions (a) do not require any consent or approval
         of, registration or filing with, or any other action by, any
         Governmental Authority, except such as have been obtained or made and
         are in full force and effect, (b) will not violate any applicable law
         or regulation or the charter, by-laws or other organizational documents
         of the Company or any of its Subsidiaries or any order of any
         Governmental Authority, and (c) will not violate or result in a default
         under any indenture, agreement or other instrument binding upon the
         Company or any of its Material Subsidiaries or its assets, or give rise
         to a right thereunder to require any payment to be made by the Company
         or any of its Subsidiaries.

                  4. There are no actions, suits or proceedings by or before any
         arbitrator or Governmental Authority pending against or, to my
         knowledge, threatened against or affecting the Company or any of its
         Material Subsidiaries (a) as to which there is a reasonable possibility
         of an adverse determination and that, if adversely determined, is
         reasonably likely, individually or in the aggregate, to have a Material
         Adverse Change (other than the Disclosed Matters) or (b) that involve
         the Credit Agreement or the Transactions.

                  5. Neither the Company nor any of its Material Subsidiaries
         (other than Funding) is an "investment company" as defined in, or
         subject to regulation under, the Investment Company Act of 1940, and
         Funding is an "investment company" as defined in such Act that is
         exempt from the requirements of such Act. Neither the Company nor any
         of its Material Subsidiaries is a "holding company" as defined in, or
         subject to regulation under, the Public Utility Holding Company Act of
         1935.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A) The enforceability of Section 9.03 of the Credit Agreement
         may be limited by laws limiting the enforceability of provisions
         exculpating or exempting a party, or requiring indemnification of a
         party for, liability for its own action or inaction, to the extent the
         action or inaction involves gross negligence, recklessness, willful
         misconduct or unlawful conduct.

                      Opinion of Counsel for the Borrowers
<PAGE>   70
               (B) The enforceability of provisions of the Credit Agreement to
           the effect that terms may not be waived or modified except in writing
           may be limited under certain circumstances.

               (C) I express no opinion as to (i) the effect of the laws of any
           jurisdiction in which any Bank is located (other than the State of
           New York) that limit the interest, fees or other charges such Banks
           may impose, (ii) the last sentence of Section 2.16(c) of the Credit
           Agreement, and (iii) the first sentence of Section 9.09(b) of the
           Credit Agreement, insofar as such sentence relates to the subject
           matter jurisdiction of the United States District Court for the
           Southern District of New York to adjudicate any controversy related
           to the Credit Agreement.

               The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and I do not express any opinion as to the laws of any other jurisdiction.

               This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by any other Person (other than your successors and assigns as
Lenders and Persons that acquire participations in your Loans) without our prior
written consent.


                                          Very truly yours,


                      Opinion of Counsel for the Borrowers
<PAGE>   71
                                                                       EXHIBIT C


             [Form of Opinion of Special New York Counsel to Chase]


                                                    April 27, 1998



To the Lenders Referred to Below
and The Chase Manhattan Bank,
  as Administrative Agent
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

               We have acted as special New York counsel to The Chase Manhattan
Bank ("Chase") in connection with the Five-Year Credit Agreement dated as of
April 27, 1998 (the "Credit Agreement") between Metropolitan Life Insurance
Company (the "Company"), MetLife Funding, Inc. ("Funding", and together with the
Company, the "Borrowers"), the lenders named therein, and Chase, as
Administrative Agent, providing for loans to be made by said lenders to the
Company in an aggregate principal amount not to exceed $1,00,000,000 (as the
same may be increased pursuant to Section 2.18 thereof) at any one time
outstanding. Terms defined in the Credit Agreement are used herein as defined
therein. This opinion is being delivered pursuant to Section 4.01(c) of the
Credit Agreement.

               In rendering the opinions expressed below, we have examined an
executed copy of the Credit Agreement and assumed its authenticity. When
relevant facts were not independently established, we have relied upon
representations made in or pursuant to the Credit Agreement.

               In rendering the opinions expressed below, we have assumed that:

              (i)    the Credit Agreement has been duly authorized by, has been
                     duly executed and delivered by, and (except to the extent
                     expressly set forth in the opinions below as to the
                     Borrowers) constitutes the legal, valid, binding and
                     enforceable obligations of, all of the parties thereto;

              (ii)   all signatories to the Credit Agreement have been duly
                     authorized; and

              (iii)  all of the parties to the Credit Agreement are duly
                     organized and validly existing and have the power and
                     authority (corporate or other) to execute, deliver and
                     perform the Credit Agreement.

                       Opinion of Special Counsel to Chase
<PAGE>   72
                                      -2-


               Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the Credit Agreement constitutes the
legal, valid and binding obligation of each Borrower, enforceable against such
Borrower in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer or
other similar laws and except as the enforceability of the Credit Agreement is
subject to the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including, without
limitation, (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality,
reasonableness, good faith and fair dealing.

               The foregoing opinions are subject to the following comments and
qualifications:

                  (A) The enforceability of Section 9.03 of the Credit Agreement
         may be limited by laws limiting the enforceability of provisions
         exculpating or exempting a party, or requiring indemnification of a
         party for, liability for its own action or inaction, to the extent the
         action or inaction involves gross negligence, recklessness, willful
         misconduct or unlawful conduct.

                  (B) The enforceability of provisions in the Credit Agreement
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (C) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Bank is located (other than the State of
         New York) that limit the interest, fees or other charges such Bank may
         impose, (ii) the last sentence of Section 2.16(c) of the Credit
         Agreement, (iii) the first sentence of Section 9.09(b) of the Credit
         Agreement, insofar as such sentence relates to the subject matter
         jurisdiction of the United States District Court for the Southern
         District of New York to adjudicate any controversy related to the
         Credit Agreement, and (iv) the waiver of inconvenient forum set forth
         in Section 9.09(c) of the Credit Agreement with respect to proceedings
         in the United States District Court for the Southern District of New
         York.

               The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction.

               This opinion letter is, pursuant to Section 4.01(c) of the Credit
Agreement, provided to you by us in our capacity as special New York counsel to
Chase and may not be relied upon by any Person for any purpose other than in
connection with the transactions contemplated by the Credit Agreement without,
in each instance, our prior written consent.

                                         Very truly yours,

CDP/RJW

                       Opinion of Special Counsel to Chase
<PAGE>   73
                                 AMENDMENT NO. 1



               AMENDMENT NO. 1 dated as of April 26, 1999, among METROPOLITAN
LIFE INSURANCE COMPANY (the "Company"), METLIFE FUNDING INC. ("Funding" and
together with the Company, the "Borrowers"); each of the banks and financial
institutions that is a signatory hereto (individually, a "Lender" and,
collectively, the "Lenders"); and THE CHASE MANHATTAN BANK as administrative
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").

               The Borrowers, the Lenders and the Administrative Agent are party
to a Five-Year Credit Agreement dated as of April 27, 1998 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"), providing, subject to the terms and conditions thereof, for the
making of loans by the Lenders to the Borrowers in an aggregate principal amount
up to $1,000,000,000 (as the same may be increased pursuant to Section 2.18
thereof).

               The Borrowers, the Lenders and the Administrative Agent wish to
amend the Credit Agreement in certain respects, and accordingly, the parties
hereto hereby agree as follows:

               Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.

               Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 3 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:

               2.01. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.

               2.02. The definition of "Change in Control" in Section 1.01 of
the Credit Agreement shall be amended to read as follows:

               "Change in Control" means (a) the acquisition of ownership,
         directly or indirectly, beneficially or of record, by any Person or
         group (within the meaning of the Securities Exchange Act of 1934 and
         the rules of the Securities and Exchange Commission thereunder as in
         effect on the date hereof), of shares representing more than 25% of the
         aggregate ordinary voting power represented by the issued and
         outstanding capital stock of the Company or (b) occupation of a
         majority of the seats (other than vacant seats) on the board of
         directors of the Company by Persons who were neither (i) nominated by
         the

                                 Amendment No. 1
<PAGE>   74
                                      -2-


         board of directors of the Company nor (ii) appointed by directors so
         nominated. Notwithstanding the foregoing, it shall not constitute a
         "Change in Control" hereunder if in connection with a demutualization
         of the Company, the Company shall become a wholly owned Subsidiary of
         another Person (the "Holding Entity") which, immediately prior to the
         effectiveness of such demutualization, is wholly owned by the Company
         and in which the eligible policyholders of the Company or other Persons
         shall acquire equity or other interests upon such demutualization,
         provided that in such event, (A) each reference in clause (a) of the
         first sentence of this definition to the Company shall be deemed to be
         a reference to the Holding Entity, (B) each reference in clause (b) of
         the first sentence of this definition to the Company shall be deemed to
         be a reference to the Company and the Holding Entity, and (C) it shall
         be a Change in Control after such demutualization if the Company shall
         cease to be a wholly owned Subsidiary of the Holding Entity.

               2.03. Section 1.01 of the Credit Agreement shall be amended by
adding the following new definition and inserting the same in the appropriate
alphabetical location:

               "demutualization" means the conversion of the Company into a
         stock life insurance company pursuant to Section 7312 of the New York
         Insurance Law, as amended from time to time. The term "demutualize"
         shall have a correlative meaning.

               2.04. Section 6.04 of the Credit Agreement shall be amended to
read in its entirety as follows:

               "Section 6.04 Net Worth. The Company will not, at any time,
         permit Net Worth to be less than $9,300,000,000."

               Section 3. Conditions Precedent. The amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof, upon the execution and delivery of this Amendment No. 1 by the
Borrowers, the Required Lenders and the Administrative Agent.

               Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.

                                 Amendment No. 1
<PAGE>   75
                                      -3-



IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered as of the day and year first above written.



                                   METROPOLITAN LIFE INSURANCE COMPANY


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





                                   METLIFE FUNDING, INC.

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


                                 Amendment No. 1
<PAGE>   76
                                      -4-

                                  THE CHASE MANHATTAN BANK,
                                  individually and as Administrative Agent,


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



                                  CREDIT SUISSE FIRST BOSTON

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


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



                                  THE BANK OF NEW YORK


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


                                  CITIBANK, N.A.


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

                                 Amendment No. 1
<PAGE>   77
                                      -5-

                                  BANK OF TOKYO-MITSUBISHI TRUST
                                  COMPANY



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



                                  THE FIRST NATIONAL BANK OF CHICAGO

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



                                  FIRST UNION NATIONAL BANK

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



                                  FLEET NATIONAL BANK

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


                                  MELLON BANK, N.A.

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

                                 Amendment No. 1
<PAGE>   78
                                      -6-

                                  BANCO SANTANDER

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



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



                                  BANK OF AMERICA NATIONAL
                                  TRUST AND SAVINGS ASSOCIATION



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


                                  BANKBOSTON, N.A.

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



                                  DEUTSCHE BANK

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


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

                                 Amendment No. 1
<PAGE>   79
                                      -7-


                                  NATIONSBANK OF TEXAS, N.A.

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





                                  STATE STREET BANK AND TRUST
                                  COMPANY


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


                                  SUNTRUST BANK, ATLANTA


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



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



                                  WACHOVIA BANK


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

                                 Amendment No. 1
<PAGE>   80
                                      -8-

                                  BARCLAYS BANK

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


                                  KEY BANK NATIONAL ASSOCIATION

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


                                  NORTHERN TRUST COMPANY


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


                                  ISTITUTO BANCARIO SAN PAOLO DI
                                  TORINO-ISTITUTO MOBILIARE ITALIANO SPA


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



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

                                 Amendment No. 1
<PAGE>   81
                                      -9-



                                  U.S. BANK NATIONAL ASSOCIATION


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



                                  BANK OF MONTREAL

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



                                  BANKERS TRUST COMPANY

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



                                  BANQUE NATIONALE DE PARIS

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


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


                                 Amendment No. 1
<PAGE>   82
                                      -10-


                                  DEN DANSKE BANK AKTIESELSKAB
                                  CAYMAN ISLANDS BRANCH

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



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


                                  PNC BANK NATIONAL ASSOCIATION


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

                                 Amendment No. 1
<PAGE>   83
                                      -11-


                                  BANK ONE TEXAS, N.A.

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


                                Amendment No. 1