<PAGE>   1

                                                                  EXHIBIT 4(d)-2

                                                                  CONFORMED COPY

================================================================================

                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                                    (364 DAY)

                                      among


                               AVISTA CORPORATION,


                             THE BANKS NAMED HEREIN,


                         TORONTO DOMINION (TEXAS), INC.,


             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION


                                       and


                              THE BANK OF NEW YORK

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


                            Dated as of June 29, 1999

================================================================================

<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
Article        Section                                                                            Page
-------        -------                                                                            ----
<S>            <C>                                                                                <C>
I.  DEFINITIONS ...............................................................................     1
               SECTION 1.01.  Defined Terms ...................................................     1
               SECTION 1.02.  Terms Generally .................................................    16
               SECTION 1.03.  Certain Date References .........................................    17
II.  THE CREDITS ..............................................................................    17
               SECTION 2.01.  Commitments .....................................................    17
               SECTION 2.02.  Loans ...........................................................    18
               SECTION 2.03.  Notice of Revolving Borrowings ..................................    20
               SECTION 2.04.  Auction Bid Procedure ...........................................    21
               SECTION 2.05.  Notes; Repayment of Loans .......................................    24
               SECTION 2.06.  Fees ............................................................    24
               SECTION 2.07.  Interest on Loans ...............................................    25
               SECTION 2.08.  Default Interest ................................................    26
               SECTION 2.09.  Alternate Rate of Interest ......................................    26
               SECTION 2.10.  Termination, Reduction and Extension of Commitments .............    27
               SECTION 2.11.  Prepayment ......................................................    28
               SECTION 2.12.  Reserve Requirements; Change in Circumstances ...................    28
               SECTION 2.13.  Change in Legality ..............................................    30
               SECTION 2.14.  Indemnity .......................................................    30
               SECTION 2.15.  Pro Rata Treatment ..............................................    31
               SECTION 2.16.  Sharing of Setoffs ..............................................    31
               SECTION 2.17.  Payments ........................................................    32
               SECTION 2.18.  Taxes ...........................................................    33
               SECTION 2.19.  Termination or Assignment of Commitments Under Certain
                              Circumstances ...................................................    36
III.  REPRESENTATIONS AND WARRANTIES ..........................................................    36
               SECTION 3.01.  Organization; Powers ............................................    36
               SECTION 3.02.  Authorization ...................................................    37
               SECTION 3.03.  Enforceability ..................................................    37
               SECTION 3.04.  Governmental Approvals ..........................................    38
               SECTION 3.05.  Financial Statements ............................................    38
               SECTION 3.06.  No Material Adverse Change ......................................    38
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<S>            <C>                                                                                <C>
               SECTION 3.07.  Litigation; Compliance with Laws ................................    38
               SECTION 3.08.  Federal Reserve Regulations .....................................    39
               SECTION 3.09.  Investment Company Act; Public Utility Holding Company Act ......    39
               SECTION 3.10.  Use of Proceeds .................................................    39
               SECTION 3.11.  No Material Misstatements .......................................    39
               SECTION 3.12.  Employee Benefit Plans ..........................................    40
               SECTION 3.13.  Environmental and Safety Matters ................................    40
               SECTION 3.14.  Significant Subsidiaries ........................................    41
               SECTION 3.15.  Year 2000 Compliance ............................................    41
IV.  CONDITIONS OF LENDING ....................................................................    41
               SECTION 4.01.  All Borrowings ..................................................    41
               SECTION 4.02.  First Borrowing .................................................    42
V.  AFFIRMATIVE COVENANTS .....................................................................    43
               SECTION 5.01.  Existence; Businesses and Properties ............................    44
               SECTION 5.02.  Insurance .......................................................    44
               SECTION 5.03.  Taxes and Obligations ...........................................    45
               SECTION 5.04.  Financial Statements, Reports, etc ..............................    45
               SECTION 5.05.  Litigation and Other Notices ....................................    46
               SECTION 5.06.  ERISA ...........................................................    47
               SECTION 5.07.  Maintaining Records; Access to Properties and
                              Inspections .....................................................    47
               SECTION 5.08.  Use of Proceeds .................................................    48
VI.  NEGATIVE COVENANTS .......................................................................    48
               SECTION 6.01.  Liens ...........................................................    48
               SECTION 6.02.  Mergers, Consolidations and Acquisitions ........................    52
               SECTION 6.03.  Disposition of Assets ...........................................    53
VII.  EVENTS OF DEFAULT .......................................................................    54
VIII. THE AGENT ...............................................................................    57
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>            <C>                                                                                <C>
IX.  MISCELLANEOUS ............................................................................    60
               SECTION 9.01.  Notices .........................................................    60
               SECTION 9.02.  Survival of Agreement ...........................................    61
               SECTION 9.03.  Binding Effect ..................................................    61
               SECTION 9.04.  Successors and Assigns ..........................................    61
               SECTION 9.05.  Expenses; Indemnity .............................................    66
               SECTION 9.06.  Right of Setoff .................................................    67
               SECTION 9.07.  Applicable Law ..................................................    67
               SECTION 9.08.  Waivers; Amendment ..............................................    67
               SECTION 9.09.  Interest Rate Limitation ........................................    68
               SECTION 9.10.  Entire Agreement ................................................    69
               SECTION 9.11.  Waiver of Jury Trial ............................................    69
               SECTION 9.12.  Severability ....................................................    69
               SECTION 9.13.  Counterparts ....................................................    69
               SECTION 9.14.  Headings ........................................................    70
               SECTION 9.15.  Jurisdiction; Consent to Service of Process .....................    70
</TABLE>


References

Exhibit A      Form of Note
Exhibit B      Form of Assignment and Acceptance
Exhibit C      Form of Administrative Questionnaire
Exhibit D      Form of Opinion of Counsel for the Borrower
Schedule 2.01  Banks
Schedule 3.14  Significant Subsidiaries



                                      iii
<PAGE>   5

                                AMENDMENT AND RESTATEMENT, dated as of June 29,
                        1999 of the REVOLVING CREDIT AGREEMENT dated as of June
                        30, 1998, among AVISTA CORPORATION, a Washington
                        corporation (herein called the "Borrower"), the banks
                        listed in Schedule 2.01 (the "Banks"), TORONTO DOMINION
                        (TEXAS), INC., as agent for the Banks (in such capacity,
                        the "Agent"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                        ASSOCIATION, as syndication agent (the "Syndication
                        Agent") and THE BANK OF NEW YORK, as documentation agent
                        (the "Documentation Agent").

                The Borrower has requested that the Banks extend credit to the
Borrower in order to enable the Borrower to borrow on a standby revolving credit
basis on and after the date hereof, at any time prior to the Expiration Date (as
herein defined) a principal amount not in excess of $135,000,000 at any time
outstanding (subject to a possible increase to $150,000,000, as provided in
Section 2.01(b) below). The proceeds of such borrowings are to be used for
general corporate purposes. In consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:


ARTICLE I.  DEFINITIONS

                SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall 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.

                "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

                "ABR Loan" shall mean any Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

                "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit C.



<PAGE>   6

                "Affiliate" shall mean, when used 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.

                "Agency Fees" shall have the meaning assigned to such term in
Section 2.06(c).

                "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the greater
of (a) the Prime Rate (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be) in effect on such
day and (b) the sum of (i) the Federal Funds Effective Rate in effect for such
day plus (ii) 1/2 of 1%. If for any reason the Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Effective Rate for any reason, the
Alternate Base Rate shall be determined without regard to clause (b) of the
first sentence of this definition until the circumstances giving rise to such
inability no longer exist.

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

                "Applicable Rate" shall mean on any date, with respect to any
ABR Loan or Eurodollar Revolving Loan, or with respect to the Commitment Fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread," "Eurodollar Spread" or "Commitment Fee",
as the case may be, based upon the Ratings:

<TABLE>
<CAPTION>
                                           Eurodollar         Commitment
        Ratings            ABR Spread        Spread              Fee
        -------            ----------        ------              ---
<S>                      <C>               <C>                <C>
Level 1                      0.00%                              .11%

A- or higher by S&P;
and A3 or higher by
Moody's

Level 2                      0.00%           .625%              .15%
</TABLE>



                                       2
<PAGE>   7

<TABLE>
<S>                      <C>               <C>                <C>
BBB+ by S&P; and Baa1
by Moody's

Level 3                      0.00%           .75%               .20%

BBB by S&P; and Baa2
by Moody's

Level 4                                     1.00%               .25%

BBB- by S&P; and Baa3
by Moody's

Level 5                       .50%          1.50%               .375%

Lower than BBB- by
S&P; and lower than
Baa3 by Moody's
</TABLE>

For purposes of the foregoing, (i) if the Ratings in effect on any date fall in
different Levels, the Applicable Rate shall be determined on such date by
reference to the superior (numerically lower) Level, unless the Ratings differ
by more than one Level, in which case the applicable Level shall be the Level
next below the superior (numerically lower) of the two; (ii) if either Moody's
or S&P shall not have in effect a Rating (other than because such rating agency
shall no longer be in the business of rating corporate debt obligations), then
such rating agency will be deemed to have established a Rating in Level 5; and
(iii) if any rating established or deemed to have been established by Moody's or
S&P shall be changed (other than as a result of a change in the rating system of
either Moody's or S&P), such change shall be effective as of the day after the
date on which such change is first announced by the rating agency making such
change. 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 either Moody's or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Banks shall negotiate in good faith to amend the references to
specific ratings in this definition to reflect such changed rating system or the
non- availability of ratings from such rating agency.



                                       3
<PAGE>   8

                "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Bank and an assignee, and accepted by the Agent and
the Borrower, in the form of Exhibit B or such other form as shall be approved
by the Agent.

                "Auction Bid" shall mean an offer by a Bank to make an Auction
Loan in accordance with Section 2.04.

                "Auction Bid Rate" shall mean, with respect to any Auction Bid,
the Margin for Eurodollar Auction Loans, the Fixed Rate for Fixed Rate Loans or
the Delayed Fixed Rate for Delayed Fixed Rate Loans, as applicable, offered by
the Bank in making such Auction Bid.

                "Auction Bid Request" shall mean a request by the Borrower for
Auction Bids in accordance with Section 2.04.

                "Auction Facility" shall mean the facility described in Section
2.04.

                "Auction Loan" shall mean a Loan made pursuant to Section 2.04.

                "Availability Period" shall mean the period from and including
the Effective Date to but excluding the earlier of the Expiration Date and the
date of the termination of the Commitments.

                "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

                "Borrowing" shall mean (a) a group of 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) an
Auction Loan or group of Auction Loans of the same Type made on the same date
and as to which a single Interest Period is in effect.

                "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City.

                "Capital Lease Obligations" of any person shall mean 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



                                       4
<PAGE>   9

sheet of such person under GAAP and, for the purposes of this Agreement, the
amount of such obligations at any time shall be the capitalized amount thereof
at such time 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 30% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Borrower; or (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated by the board
of directors of the Borrower nor (ii) appointed by directors so nominated;
provided, that no event described in clause (a) or clause (b) shall constitute a
"Change in Control" if the senior secured long-term debt rating of the Borrower
shall be at least BBB or higher by S&P and Baa2 or higher by Moody's immediately
after giving effect to the transaction that would otherwise constitute a Change
in Control.

                "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 Auction Loans.

                "Closing Date" shall mean the date of this Agreement. "Code"
shall mean the Internal Revenue Code of 1986, as the same may be amended from
time to time.

                "Commitment" shall mean, with respect to each Bank, the
commitment of such Bank to make Revolving Loans hereunder as set forth in
Section 2.01, as the same may be reduced from time to time pursuant to Section
2.10.

                "Commitment Fee" shall have the meaning assigned to such term in
Section 2.06(a).

                "Control" shall mean 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 ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.



                                       5
<PAGE>   10

                "Default" shall mean any event or condition which upon notice,
lapse of time or both would constitute an Event of Default.

                "Delayed Fixed Rate" shall mean, with respect to any Auction
Loan (other than a Eurodollar Auction Loan or a Fixed Rate Loan), the fixed rate
of interest per annum specified by the Bank in making such Auction Loan in its
related Auction Bid.

                "Delayed Fixed Rate Loan" shall mean an Auction Loan bearing
interest at a Delayed Fixed Rate for which an Auction Bid Request is made two
Business Days before the proposed date of borrowing.

                "dollars" or "$" shall mean lawful money of the United States of
America.

                "Environmental Law" shall mean any and all applicable present
and future treaties, laws, regulations, enforceable requirements, binding
determinations, orders, decrees, judgments, injunctions, permits, approvals,
authorizations, licenses, permissions, notices or binding agreements issued,
promulgated or entered by any Governmental Authority, relating to the
environment, preservation or reclamation of natural resources, or to the
management, release or threatened release of contaminants or noxious odor,
including the Hazardous Materials Transportation Act, Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976 and
Hazardous and Solid Waste Amendments of 1984, Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, Clean Air Act of 1970, as
amended, Toxic Substances Control Act of 1976, Occupational Safety and Health
Act of 1970, as amended, Emergency Planning and Community Right-to-Know Act of
1986, Safe Drinking Water Act of 1974, as amended, and any similar or
implementing state law, and all amendments or regulations promulgated
thereunder.

                "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended from time to time.

                "ERISA Affiliate" shall mean any trade or business (whether or
not incorporated) that is a member of a group of which the Borrower is a member
and which is treated as a single employer under Section 414 of the Code.



                                       6
<PAGE>   11

                "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 Eurodollar Rate.

                "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

                "Eurodollar Loan" shall mean any Loan bearing interest at a rate
determined by reference to the Eurodollar Rate in accordance with the provisions
of Article II.

                "Eurodollar Rate" shall mean, with respect to any Eurodollar
Loan for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the product of (i) the arithmetic
average of rates at which dollar deposits approximately equal to the principal
amount of the portion of such Eurodollar Loan to be made by The Toronto-Dominion
Bank, and for a maturity equal to the applicable Interest Period, are offered to
The Toronto-Dominion Bank for Eurodollars at approximately 10:00 a.m., New York
City time, two Business Days prior to the commencement of such Interest Period
and (ii) Statutory Reserves. In the event that such rate is not available at
such time for any reason, then the "Eurodollar Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate 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 the Agent in immediately available
funds in the London interbank market at approximately 10:00 a.m., New York City
time, two Business Days prior to the commencement of such Interest Period.

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

                "Expiration Date" shall mean June 27, 2000.

                "Federal Funds Effective Rate" shall mean, for any day, the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
reported on such Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so reported for any day that is a Business Day, the average of
the quotations for the day of such transactions received by the Agent from three
Federal funds brokers of recognized standing selected by it.



                                       7
<PAGE>   12

                "Fees" shall mean the Commitment Fee, the Utilization Fee and
the Agency Fees.

                "Financial Officer" of any corporation shall mean the chief
financial officer or Treasurer of such corporation.

                "First Mortgage" shall mean the Mortgage and Deed of Trust dated
as of June 1, 1939, made by the Borrower in favor of Citibank, N.A., as
successor Trustee, as the same has been amended, modified or supplemented to
date and as the same may be further amended, modified or supplemented from time
to time hereafter.

                "Fixed Rate" shall mean, with respect to any Auction Loan (other
than a Eurodollar Auction Loan or a Delayed Fixed Rate Loan), the fixed rate of
interest per annum specified by the Bank making such Auction Loan in its related
Auction Bid.

                "Fixed Rate Loan" shall mean an Auction Loan bearing interest at
a Fixed Rate for which an Auction Bid Request is made on the day of the proposed
borrowing.

                "GAAP" shall mean generally accepted accounting principles,
applied on a consistent basis.

                "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

                "Guarantee" of or by any person shall mean any obligation,
contingent or otherwise, of such person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase property, securities or
services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness; provided, however, that
the term Guarantee shall not include endorsements for collection or deposit, in
either case in the ordinary course of business.



                                       8
<PAGE>   13

                "Indebtedness" of any person shall mean, 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 or assets purchased by such person, (e) all obligations of such
person issued or assumed as the deferred purchase price of property or services
(other than trade payables 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 obligations
secured thereby have been assumed, but limited, if such obligations are without
recourse to such person, to the lesser of the principal amount of such
Indebtedness or the fair market value of such property, (g) all Guarantees by
such person of Indebtedness of others, (h) all Capital Lease Obligations of such
person, (i) all obligations of such person in respect of interest rate
protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements (the amount of any such obligation to be the
amount that would be payable upon the acceleration, termination or liquidation
thereof) and (j) all obligations of such person as an account party in respect
of letters of credit and bankers' acceptances. The Indebtedness of any person
shall include the Indebtedness of any partnership in which such person is a
general partner.

                "Interest Payment Date" shall mean, with respect to any 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 that would have been an
Interest Payment Date had successive Interest Periods of three months' duration
been applicable to such Borrowing and, in addition, the date of any refinancing
or conversion of such Borrowing with or to a Borrowing of a different Type.

                "Interest Period" shall mean (a) as to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter,
as the Borrower may elect, (b) as to any



                                       9
<PAGE>   14

ABR Borrowing, the period commencing on the date of such Borrowing and ending on
the earliest of (i) the next succeeding March 31, June 30, September 30 or
December 31, (ii) the Expiration Date, and (iii) the date such Borrowing shall
be repaid or prepaid in accordance with Section 2.11 and (c) with respect to any
Fixed Rate Borrowing or Delayed 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 Auction Bid
Request; provided, however, that 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. Interest
shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.

                "Lien" shall mean, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, encumbrance, charge or security interest in or on
such asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement 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" shall mean loans made by the Banks to the Borrower
pursuant to this Agreement.

                "Loan Documents" shall mean this Agreement and the Notes.

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

                "Margin Stock" shall have the meaning given such term under
Regulation U.

                "Material Adverse Effect" shall mean an effect on the business,
assets, operations or financial condition of the Borrower and the Subsidiaries
taken as a whole which could reasonably be expected to have a material adverse
effect on the creditworthiness of the Borrower.



                                       10
<PAGE>   15

                "Moody's" shall mean Moody's Investors Service, Inc.

                "Notes" shall mean promissory notes of the Borrower,
substantially in the form of Exhibit A, evidencing Loans.

                "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.

                "person" shall mean a corporation, association, partnership,
trust, organization, business, individual or government or governmental agency
or political subdivision thereof.

                "Plan" shall mean any pension plan subject to the provisions of
Title IV of ERISA or Section 412 or the Code which is maintained for employees
of the Borrower or any ERISA Affiliate.

                "Pre-Restatement Credit Agreement" shall mean the Revolving
Credit Agreement (364 day) among The Washington Water Power Company, the banks
named therein, Toronto Dominion (Texas), Inc., Bank of America National Trust
and Savings Association and the Bank of the New York, dated as of June 30, 1998,
as in effect prior to its amendment and restatement hereby.

                "Prime Rate" shall mean the rate of interest per annum adopted
from time to time by The Toronto-Dominion Bank at its principal office in New
York City as its prime rate. For purposes of this Agreement, any change in the
Alternate Base Rate due to a change in the Prime Rate shall be effective on the
date such change in the Prime Rate is adopted.

                "Ratings" shall refer to the ratings of Moody's and S&P
applicable to the Borrower's senior secured long-term debt obligations.

                "Register" shall have the meaning given to such term in Section
9.04(d).

                "Regulation D" shall mean Regulation D of the Board as from time
to time in effect and all official rulings and interpretations thereunder or
thereof and shall include any successor or other regulation or official
interpretation of the Board relating to reserve requirements applicable to
member banks of the Federal Reserve System.



                                       11
<PAGE>   16

                "Regulation U" shall mean Regulation U of the Board as from time
to time in effect and all official rulings and interpretations thereunder or
thereof.

                "Regulation X" shall mean Regulation X of the Board as from time
to time in effect and all official rulings and interpretations thereunder or
thereof.

                "Related Parties" shall mean, 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.

                "Reportable Event" shall mean any reportable event as defined in
Section 4043(b) of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate which is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the
Code).

                "Required Banks" shall mean, at any time, Banks having Revolving
Credit Exposures representing at least 66-2/3% of the aggregate Revolving
Exposures or, if there shall be no Revolving Credit Exposure, Banks having
Commitments representing at least 66-2/3% of the aggregate Commitments. For
purposes of declaring the Loans to be due and payable pursuant to Article VII,
and for all purposes after the Loans become due and payable pursuant to Article
VII or the Commitments expire or terminate, the outstanding Auction Loans of the
Banks shall be included in their respective Revolving Credit Exposure in
determining the Required Banks.

                "Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other officer
or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this Agreement.

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

                "Revolving Loan" shall mean a Loan made pursuant to Section
2.03.



                                       12
<PAGE>   17

                "S&P" shall mean Standard & Poor's Ratings Services.

                "Significant Subsidiary" shall mean a Subsidiary meeting any one
of the following conditions: (a) the investments in and advances to such
Subsidiary by the Borrower and the other Subsidiaries, if any, as at the end of
the Borrower's latest fiscal quarter exceeded 10% of the total assets of the
Borrower and its Subsidiaries at such date, computed and consolidated in
accordance with GAAP; or (b) the Borrower's and the other Subsidiaries'
proportionate share of the total assets (after intercompany eliminations) of
such Subsidiary as at the end of the Borrower's latest fiscal quarter exceeded
10% of the total assets of the Borrower and its Subsidiaries at such date,
computed and consolidated in accordance with GAAP; or (c) the equity in the
income from continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principle of such Subsidiary for the
period of four consecutive fiscal quarters ending at the end of the Borrower's
latest fiscal quarter exceeded 10% of such income of the Borrower and its
Subsidiaries for such period, computed and consolidated in accordance with GAAP;
or (d) such Subsidiary is the parent of one or more Subsidiaries and, together
with such Subsidiaries would, if considered in the aggregate, constitute a
Significant Subsidiary.

                "Statutory Reserves" shall mean a fraction (ex- pressed 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, without limitation, any marginal, special, emergency or supplemental
reserves) with respect to Eurodollar funding (including with respect to
Eurocurrency Liabilities as defined in Regulation D) in an amount approximately
equal to the respective Eurodollar Loan and with a term approximately equal to
the Interest Period for such Eurodollar Loan expressed as a decimal established
by the Board or by any other United States banking authority to which the Agent
is subject. Such reserve percentages shall include, without limitation, those
imposed under Regulation D. Statutory Reserves shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.

                "subsidiary" shall mean, for any person (the "Parent"), any
corporation, partnership or other entity of which securities or other ownership
interests having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons performing similar



                                       13
<PAGE>   18

functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) are at
the time directly or indirectly owned or controlled by the Parent or one or more
of its subsidiaries or by the Parent and one or more of its subsidiaries.

                "Subsidiary" shall mean a subsidiary of the Borrower.

                A "Subsidiary Event" shall mean the following; provided,
however, that a Subsidiary Event shall not be deemed to have occurred if the
Banks have previously consented thereto:

                (a) any Significant Subsidiary shall fail to observe or perform
        any covenant, condition or agreement contained in Section 5.01(a) as if
        such section applied to such Significant Subsidiary, with all references
        therein to the Borrower being deemed references to such Significant
        Subsidiary;

                (b) any Significant Subsidiary shall fail to observe or perform
        any covenant, condition or agreement in Sections 5.01(b), 5.02, 5.03 or
        5.07 as if such sections applied to such Significant Subsidiary, with
        all references therein to the Borrower being deemed references to such
        Significant Subsidiary, and such default shall continue unremedied for a
        period of 30 days after notice thereof from the Agent or any Bank to the
        Borrower;

                (c) any Significant Subsidiary shall:

                        (i) merge into or consolidate with any other person, or
                permit any other person to merge into or consolidate with it, or
                purchase, lease or otherwise acquire (in one transaction or a
                series of transactions) all or substantially all of the assets
                of any other person (whether directly by purchase, lease or
                other acquisition of all or substantially all of the assets of
                such person or indirectly by purchase or other acquisition of
                all or substantially all of the capital stock of such other
                person) other than acquisitions in the ordinary course of such
                Significant Subsidiary's business, except that if, at the time
                thereof and immediately after giving effect thereto no Event



                                       14
<PAGE>   19

                of Default or Default shall have occurred and be continuing,
                then (A) such Significant Subsidiary may (i) merge with or into,
                or consolidate with, any Subsidiary or (ii) merge with or into,
                or consolidate with, the Borrower in a transaction in which the
                Borrower is the surviving corporation, (B) such Significant
                Subsidiary may purchase, lease or otherwise acquire from any
                Subsidiary all or substantially all of its assets and may
                purchase or otherwise acquire all or substantially all of the
                capital stock of any person who immediately thereafter is a
                Subsidiary, (C) such Significant Subsidiary may merge with or
                into, or consolidate with, any other person so long as the
                assets of such person at the time of such consolidation or
                merger, do not exceed 10% of the total assets of the Borrower
                and its Subsidiaries, after giving effect to such merger or
                consolidation, computed and consolidated in accordance with GAAP
                consistently applied, and (D) such Significant Subsidiary may
                purchase, lease or otherwise acquire any or all of the assets of
                any other person (and may purchase or otherwise acquire the
                capital stock of any other person) so long as the assets being
                purchased, leased or acquired (or the Significant Subsidiary's
                proportionate share of the assets of the person whose capital
                stock is being acquired) do not exceed 10% of the total assets
                of the Borrower and its Subsidiaries, after giving effect to
                such acquisition, computed and consolidated in accordance with
                GAAP consistently applied, or

                        (ii) sell, lease, transfer, assign or other wise dispose
                of (in one transaction or in a series of transactions), in any
                fiscal year, assets (whether now owned or hereafter acquired)
                which, together with the amount of all sales, leases, transfers,
                assignments or dispositions by the Borrower permitted under
                Section 6.03 (other than sales, leases, transfers, assignments
                or other dispositions permitted under clauses (i) through (iv)
                of such Section), are in excess of 10% of the assets of the
                Borrower and its Subsidiaries as of the end of the most recent
                fiscal year, computed and consolidated in accordance with GAAP
                consistently applied, except (A) a Significant Subsidiary may
                sell, lease, transfer, assign or otherwise dispose of, in any
                fiscal year, assets in the ordinary course of business which,
                together



                                       15
<PAGE>   20

                with the amount of all sales, leases, transfers, assignments or
                dispositions in the ordinary course permitted under Section
                6.03(i), do not exceed 5% of the assets of the Borrower and its
                Subsidiaries as of the end of the most recent fiscal year,
                computed and consolidated in accordance with GAAP consistently
                applied, (B) to the extent permitted in clause (c)(i) above and
                (C) any Significant Subsidiary may sell, lease, transfer, assign
                or otherwise dispose of, or create, incur, assume or permit to
                exist Liens on, receivables and related properties or interests
                therein;

provided, however, that, notwithstanding anything in this clause (c) to the
contrary, a Subsidiary Event shall not be deemed to have occurred and shall not
constitute an Event of Default under paragraph (k) of Article VII if, after
giving effect to the consummation of any transaction contemplated by clause
(c)(i) or (c)(ii) hereof, such Significant Subsidiary shall have or shall be
deemed to have a ratio of total long-term Indebtedness to total stockholders'
equity equal to or less than 1.5 to 1.0.

                "Transactions" shall have the meaning assigned to such term in
Section 3.02.

                "Type", when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall mean,
in the case of a Revolving Loan or Borrowing, the Eurodollar Rate and the
Alternate Base Rate or, in the case of an Auction Loan or Borrowing, the
Eurodollar Rate, Fixed Rate or Delayed Fixed Rate.

                "Utilization Fee", shall have the meaning assigned to such term
in Section 2.06.

                SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both 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".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall



                                       16
<PAGE>   21

be construed in accordance with GAAP, as in effect from time to time; provided,
however, that, for purposes of determining compliance with any covenant set
forth in Article VI, such terms shall be construed in accordance with GAAP as in
effect on the date of this Agreement applied on a basis consistent with the
application used in preparing the Borrower's audited financial statements
referred to in Section 3.05.

                SECTION 1.03. Certain Date References. All references herein to
"the date hereof" and "the date of this Agreement" shall be deemed references to
the date of this Amendment and Restatement.


ARTICLE II.  THE CREDITS

                SECTION 2.01. Commitments. (a) Subject to the terms and
conditions and relying upon the representations and warranties herein set forth,
each Bank agrees, severally and not jointly, to make Revolving Loans to the
Borrower, at any time and from time to time on or after the date of this
Agreement, and until the earlier of the Expiration Date and the termination of
the Commitment of such Bank in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in (i) the
Revolving Credit Exposure of any Bank exceeding the Commitment set forth
opposite its name in Schedule 2.01 hereto, as the same may be reduced from time
to time pursuant to Section 2.10 or (ii) the sum of the total Revolving Credit
Exposure plus the aggregate principal amount of outstanding Auction Loans
exceeding the total Commitments.

                Within the limits set forth in the preceding sentence, the
Borrower may borrow, pay or prepay and reborrow Revolving Loans on or after the
date of this Agreement and prior to the Expiration Date, subject to the terms,
conditions and limitations set forth herein.

                (b) On not more than two occasions the Borrower may by written
notice to the Administrative Agent cause New Banks (as defined below) to assume
Commitments by an aggregate amount not in excess of $15,000,000 in the aggregate
(the "New Commitments"). Each such notice shall specify (i) the date (each a
"Transition Date") on which the Borrower proposes that New Commitments shall
become effective, which shall be not less than ten Business Days after the date
on which such notice is delivered to the Administrative Agent and (ii) the
identity of each person



                                       17
<PAGE>   22

that has agreed to assume any portion of such New Commitments (each a "New
Bank") and the amount of such New Commitments allocated to such New Bank.
Subject only to there not existing any Default or Event of Default on such
Transition Date before or after giving effect to such New Commitments, such New
Commitments shall become effective as of such Transition Date and, if any
Revolving Loans are outstanding on such Transition Date, each Bank shall assign
to the New Banks, and each of the New Banks shall purchase from the Banks, at
the principal amount thereof, such interests in the Revolving Loans outstanding
on such Transition Date as shall be necessary in order that, after giving effect
to all such assignments and purchases, such Revolving Loans will be held by
Banks and New Banks ratably in accordance with their Commitments after giving
effect to the addition of such New Commitments to the Commitments. The
Administrative Agent shall notify the Banks promptly upon receipt of the
Borrower's notice thereof of each Transition Date and in respect thereof the New
Commitments, the New Banks and, in the case of each notice to any Bank, the
respective interests in such Bank's Revolving Loans subject to the assignments
contemplated by the immediately preceding sentence. In the event that any Bank
shall incur any breakage cost as a result of making any such assignment, or that
any New Bank shall incur any reverse breakage cost as a result of taking any
such assignment, the Borrower shall indemnify it for such cost, calculated as
contemplated by Section 2.14 in the case of breakage costs and calculated based
upon the difference between the Eurodollar Rate applicable to each assigned
Revolving Loan and the cost to the New Bank of funding its assigned interests in
the case of reverse breakage costs. It is expressly understood that no Bank
shall have any obligation to agree to an increase in the amount of the
Commitment pursuant to this Section.

                SECTION 2.02. Loans. (a) Each Revolving Loan shall be made as
part of a Borrowing consisting of Revolving Loans made by the Banks ratably in
accordance with their Commitments. Each Auction Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Bank to make
any Loan required to be made hereunder shall not in itself relieve any other
Bank of its obligation to lend hereunder (it being understood, however, that no
Bank shall be responsible for the failure of any other Bank to make any Loan
required to be made by such other Bank). The Loans comprising each Borrowing
shall be in an aggregate principal amount which is an integral multiple of
$1,000,000.



                                       18
<PAGE>   23

                (b) Subject to Section 2.09, (i) each Revolving Borrowing shall
be comprised entirely of ABR Loans or Eurodollar Loans, as the Borrower may
request pursuant to Section 2.03, and (ii) each Auction Borrowing shall be
comprised entirely of Eurodollar Loans, Fixed Rate Loans or Delayed Fixed Rate
Loans as the Borrower may request in accordance with Section 2.04. Each Bank may
at its option fulfill its Commitment with respect to any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Bank to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement and the applicable Note. Borrowings of more than one Type or Class may
be outstanding at the same time; provided, however, that the Borrower shall not
be entitled to request any Borrowing which, if made, would result in an
aggregate of more than five separate Eurodollar Loans of any Bank being
outstanding hereunder at any one time. For purposes of the foregoing, Loans
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Loans.

                (c) Subject to paragraph (e) below, each Bank shall make a
Revolving Loan in the amount of its pro rata portion, as determined under
Section 2.15, or, if an Auction Loan, in the relevant amount as determined under
Section 2.04, of each Borrowing hereunder on the proposed date thereof by wire
transfer of immediately available funds to the Agent in Houston, Texas, not
later than 2:00 p.m., New York City time, and the Agent shall by 3:00 p.m., New
York City time, make available to the Borrower in immediately available funds
the amounts so received (i) by wire transfer for credit to the account of the
Borrower with Seattle First National Bank, Account Number 13972-203; ABA #
12500002-4, or (ii) as otherwise specified by the Borrower in its notice of
Borrowing or, if a Borrowing shall not occur on such date because any condition
precedent herein specified shall not have been met, return the amounts so
received to the respective Banks. Unless the Agent shall have received notice
from a Bank prior to the date of any Borrowing that such Bank will not make
available to the Agent such Bank's portion of such Borrowing, the Agent may
assume that such Bank has made such portion available to the Agent on the date
of such Borrowing in accordance with this paragraph (c) and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have made
such portion available to the Agent, such Bank and the Borrower severally agree
to repay to the Agent forthwith on demand such corresponding amount together
with interest



                                       19
<PAGE>   24

thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent at (i) in the case of
the Borrower the interest rate applicable at the time to the Loans comprising
such Borrowing and (ii) in the case of such Bank, the Federal Funds Effective
Rate. If such Bank shall repay to the Agent such corresponding amount, such
amount shall constitute such Bank's Loan as part of such Borrowing for purposes
of this Agreement.

                (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Expiration Date.

                (e) The Borrower may refinance all or any part of any Borrowing
with a Borrowing of the same or a different Type or Class, subject to the
conditions and limitations set forth in this Agreement. Any Borrowing or part
thereof so refinanced shall be deemed to be repaid or prepaid in accordance with
Section 2.05 or 2.11, as applicable, with the proceeds of a new Borrowing, and
the proceeds of the new Borrowing, to the extent they do not exceed the
principal amount of the Borrowing being refinanced, shall not be paid by the
Banks to the Agent or by the Agent to the Borrower pursuant to paragraph (c)
above.

                SECTION 2.03. Notice of Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall give the Agent written or telecopy
notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in
the case of a Eurodollar Borrowing, not later than 10:00 a.m., New York City
time, three Business Days before a proposed borrowing and (b) in the case of an
ABR Borrowing, not later than 12:00 (noon), New York City time, the day of a
proposed borrowing. Such notice shall be irrevocable and shall in each case
refer to this Agreement and specify (i) whether the Borrowing then being
requested is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of
such Borrowing (which shall be a Business Day) and the amount thereof; and (iii)
if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with
respect thereto. If no election as to the Type of Borrowing is specified in any
such notice, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period with respect to any Eurodollar Borrowing is specified in any
such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. If the Borrower shall not have given notice in
accordance with this Section 2.03 of its election to refinance a Borrowing prior
to the end of



                                       20
<PAGE>   25

the Interest Period in effect for such Borrowing, then the Borrower shall
(unless such Borrowing is repaid at the end of such Interest Period) be deemed
to have given notice of an election to refinance such Borrowing with an ABR
Borrowing. The Agent shall promptly advise the Banks of any notice given
pursuant to this Section 2.03 and of each Bank's portion of the requested
Borrowing.


                SECTION 2.04. Auction Bid Procedure. (a) Subject to the terms
and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Auction Bids and may (but shall not have any
obligation to) accept Auction Bids and borrow Auction Loans; provided that the
sum of the total Revolving Credit Exposure plus the aggregate principal amount
of outstanding Auction Loans at any time shall not exceed the total Commitments.
To request Auction Bids, the Borrower shall notify the Agent of such request by
telephone, in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New
York City time, four Business Days before the date of the proposed Borrowing, in
the case of a Fixed Rate Borrowing, not later than 1:00 p.m., New York City
time, one Business Day before the date of the proposed Borrowing, or, in the
case of a Delayed Fixed Rate Borrowing, not later than 2:00 p.m., New York City
time, two Business Days before the date for the proposed Borrowing; provided
that the Borrower may submit up to (but not more than) (i) 1 Eurodollar Auction
Bid Request and (ii) 1 Fixed Rate Auction Bid Request or 1 Delayed Fixed Rate
Auction Bid Request on the same day. Each such telephonic Auction Bid Request
shall be confirmed promptly by hand delivery or telecopy to the Agent of a
written Auction Bid Request in a form approved by the Agent and signed by the
Borrower. Each such telephonic and written Auction Bid Request shall specify the
following information in compliance with Section 2.02:

                (i) the 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, a
        Fixed Rate Borrowing, or a Delayed Fixed Rate Borrowing;

                (iv) the Interest Period (or Interest Periods) to be applicable
        to such Borrowing, which shall be a



                                       21
<PAGE>   26

        period contemplated by the definition of the term "Interest Period"; and

                (v) the location and number of the Borrower's account to which
        funds are to be disbursed, which shall comply with the requirements of
        Section 2.02.

                (b) Following receipt of an Auction Bid Request in accordance
with this Section, the Agent shall notify the Banks of the details thereof by
telecopy, inviting the Banks to submit Auction Bids in the case of a Eurodollar
Auction Bid Request, no later than 2:00 p.m., New York City time, four Business
Days before the proposed date of the Borrowing, in the case of a Fixed Rate
Auction Bid Request, no later than 2:00 p.m., one Business Day before the
proposed date of the Borrowing, and, in the case of a Delayed Fixed Rate Bid
Request, not later than 3:00 p.m., New York City time, two Business Days before
the proposed date of the Borrowing.

                (c) Each Bank may (but shall not have any obligation to) make
one or more Auction Bids to the Borrower in response to an Auction Bid Request.
Each Auction Bid by a Bank must be in a form approved by the Agent and must be
received by the Agent by telecopy, in the case of a Eurodollar Auction
Borrowing, not later than 12:00 (noon), New York City time, three Business Days
before the proposed date of such Auction Borrowing, in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of such Auction Borrowing, and, in the case of a Delayed Fixed Rate Bid, not
later than 12:00 (noon), New York City time, one Business Day before the
proposed date of such Auction Borrowing. Auction Bids that do not conform
substantially to the form approved by the Agent may be rejected by the Agent,
and the Agent shall notify the applicable Bank as promptly as practicable. Each
Auction Bid shall specify (i) the principal amount (which shall be an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
Auction Borrowing requested by the Borrower) of the Auction Loan or Loans that
the Bank is willing to make, (ii) the Auction Bid Rate or Rates at which the
Bank 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 in
accordance with the Auction Bid Request.

                (d) The Agent shall promptly notify the Borrower by telecopy of
the Auction Bid Rate and the principal amount



                                       22
<PAGE>   27

specified in each Auction Bid and the identity of the Bank that shall have made
such Auction Bid.

                (e) Subject only to the provisions of this paragraph, the
Borrower may accept or reject any Auction Bid. The Borrower shall notify the
Agent by telephone, confirmed by telecopy in a form approved by the Agent,
whether and to what extent it has decided to accept or reject each Auction Bid,
in the case of a Eurodollar Auction Borrowing, not later than 2:00 p.m., New
York City time, three Business Days before the date of the proposed Auction
Borrowing, in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New
York City time, on the proposed date of the Auction Borrowing, and, in the case
of a Delayed Fixed Rate Borrowing, not later than 1:00 p.m., New York City time,
one Business day before the date of the proposed Auction Borrowing; provided
that (i) the failure of the Borrower to give such notice shall be deemed to be a
rejection of each Auction Bid, (ii) the Borrower shall not accept an Auction Bid
made at a particular Auction Bid Rate if the Borrower rejects an Auction Bid
made at a lower Auction Bid Rate, (iii) the aggregate amount of the Auction Bids
accepted by the Borrower shall not exceed the aggregate amount of the requested
Auction Borrowing specified in the related Auction Bid Request, (iv) to the
extent necessary to comply with clause (iii) above, the Borrower may accept
Auction Bids at the same Auction Bid Rate in part, which acceptance, in the case
of multiple Auction Bids at such Auction Bid Rate, shall be made pro rata in
accordance with the amount of each such Auction Bid, and (v) except pursuant to
clause (iv) above, no Auction Bid shall be accepted for an Auction Loan unless
such Auction Loan is in an integral multiple of $1,000,000. A notice given by
the Borrower pursuant to this paragraph shall be irrevocable.

                (f) The Agent shall notify each bidding Bank by telephone and
telecopy whether or not its Auction Bid has been accepted (and, if so, the
amount and Auction Bid Rate so accepted) in the case of Eurodollar Auction
Loans, by 3:00 p.m., New York City time, three Business Days before the
borrowing date, in the case of Fixed Rate Loans, by 12:00 (noon), New York City
time, on the borrowing date, and, in the case of Delayed Fixed Rate Loans, by
3:00 p.m., New York City time, one Business Day before the Borrowing Date. Each
successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Auction Loan in respect of which its Auction Bid
has been accepted.



                                       23
<PAGE>   28

                (g) If the Agent shall elect to submit an Auction Bid in its
capacity as a Bank, it shall submit such Auction Bid directly to the Borrower at
least one quarter of an hour earlier than the time by which the other Banks are
required to submit their Auction Bids to the Agent pursuant to paragraph (b) of
this Section.

                SECTION 2.05. Notes; Repayment of Loans. The Loans made by each
Bank shall be evidenced by a Note, duly executed on behalf of the Borrower,
dated the date of this Agreement, in substantially the form attached hereto as
Exhibit A, with the blanks appropriately filled, payable to the order of such
Bank in a principal amount equal to such Bank's Commitment. The outstanding
principal balance of each Revolving Loan and Auction Loan, as evidenced by such
a Note, shall be payable on the last day of the Interest Period applicable to
such Loan and on the Expiration Date. Each Note shall bear interest from the
date of the first borrowing hereunder on the outstanding principal balance
thereof as set forth in Section 2.07. Each Bank shall, and is hereby authorized
by the Borrower to, endorse on the schedule attached to each Note delivered to
such Bank (or on a continuation of such schedule attached to such Note and made
a part thereof), or otherwise to record in such Bank's internal records, an
appropriate notation evidencing the date and amount of each Loan from such Bank,
each payment and prepayment of principal of any such Loan, each payment of
interest on any such Loan and the other information provided for on such
schedule; provided, however, that any such recordation shall be conclusive
absent manifest error and the failure of any Bank to make such a notation or any
error therein shall not affect the obligation of the Borrower to repay the Loans
made by such Bank in accordance with the terms of this Agreement and the
applicable Notes.

                SECTION 2.06. Fees. (a) The Borrower agrees to pay to each Bank,
through the Agent, on the first Business Day of January, April, July and
October, in each year, and on the date on which the Commitment of such Bank
shall be terminated as provided herein, a commitment fee (a "Commitment Fee") on
the average daily unused amount of the Commitment of such Bank during the
preceding quarter (or shorter period commencing with the date hereof or ending
with the Expiration Date or the date on which the Commitment of such Bank shall
be terminated); provided, that, for purposes of determining the Commitment Fee,
the undrawn portion of the Commitments shall not be deemed to be reduced by the
amount of any borrowing under the Auction Facility. The Commitment Fees shall
accrue on each day at a rate per annum equal to the Applicable Rate in effect on
such day.



                                       24
<PAGE>   29

All Commitment Fees shall be computed on the basis of the actual number of days
elapsed in a year of 365 or 366 days, as appropriate. The Commitment Fee due to
each Bank shall commence to accrue on the date of this Agreement and shall cease
to accrue on the date on which the Commitment of such Bank shall be terminated
as provided herein.

                (b) The Borrower agrees to pay to the Agent, for its own
account, the fees separately agreed between the Agent and the Borrower, at the
times agreed to (the "Agency Fees" and the "Structuring Fee").

                (c) The Borrower agrees to pay to the Administrative Agent for
the account of each Bank, on the date of this Agreement, a fee of 0.05% on the
Commitment of such Bank under the Pre-Restatement Credit Agreement and a fee of
0.10% on any amount by which the Commitment of such Bank exceeds its Commitment
under the Pre-Restatement Credit Agreement.

                (d) For any day on which the outstanding principal amount of
Loans shall be greater than 50% of the total Commitments, the Borrower shall pay
to the Administrative Agent for the account of each Bank a utilization fee (a
"Utilization Fee") equal to 0.15% per annum on such Bank's Applicable Percentage
of the aggregate amount of the outstanding Loans on such day. The Utilization
Fees, if any, in respect of any fiscal quarter shall be payable in arrears on
each March 31, June 30, September 30 and December 31, on the date on which the
Commitments terminate and on any later date on which the Loans are repaid in
full; provided, however, that if the Utilization Fee should be payable on a day
other than a Business Day, such date of payment shall be extended to the next
succeeding Business Day. All Utilization Fees shall be computed on the basis of
a year of 365 or 366 days, as appropriate, and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

                (e) All Fees shall be paid on the dates due, in immediately
available funds, to the Agent for distribution, if and as appropriate, among the
Banks. Once paid, none of the Fees shall be refundable under any circumstances.

                SECTION 2.07. Interest on Loans. (a) Subject to the provisions
of Section 2.08, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or



                                       25
<PAGE>   30

366 days, as the case may be) at a rate per annum equal to the Alternate Base
Rate plus the Applicable Rate.

                (b) Subject to the provisions of Section 2.08, the Loans
comprising each Eurodollar Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) (i) in the case of
a Eurodollar Revolving Loan at a rate per annum equal to the Eurodollar Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate or
(ii) in the case of a Eurodollar Auction Loan, at the Eurodollar Rate for the
Interest Period in effect for such Borrowing plus the Margin applicable to such
Loan.

                (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan. Each Delayed Fixed Rate Loan shall bear interest at the
Delayed Fixed Rate applicable to such Loan. (d) Interest on each Loan shall be
payable on the Interest Payment Dates applicable to such Loan except as
otherwise provided in this Agreement. The applicable Alternate Base Rate or
Eurodollar Rate for each Interest Period or day within an Interest Period, as
the case may be, shall be determined by the Agent, and such determination shall
be conclusive absent manifest error.

                SECTION 2.08. Default Interest. If the Borrower shall default in
the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration or otherwise, the Borrower shall on
demand from time to time pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the Alternate
Base Rate plus the Applicable Rate plus 2%.

                SECTION 2.09. Alternate Rate of Interest. In the event, and on
each occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Agent shall have in good
faith determined that dollar deposits in the principal amounts of the Loans
comprising such Borrowing are not generally available in the London interbank
market, or that the rates at which such dollar deposits are being offered will
not adequately and fairly reflect the cost to the majority in interest of the
Banks of making or maintaining their Eurodollar Loans during such Interest
Period, or that reasonable means do not exist for ascertaining the Eurodollar
Rate, the Agent shall, as soon as practicable



                                       26
<PAGE>   31

thereafter, give written or telecopy notice of such determination to the
Borrower and the Banks. In the event of any such determination, (i) any request
by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 shall, until
the Agent shall have advised the Borrower and the Banks that the circumstances
giving rise to such notice no longer exist, be deemed to be a request for an ABR
Borrowing and (ii) any request by the Borrower for a Eurodollar Auction
Borrowing shall be ineffective; provided that (A) if the circumstances giving
rise to such notice do not affect all the Banks, then requests by Borrower for
Eurodollar Auction Borrowings may be made to Banks 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. Each
determination by the Agent hereunder shall be conclusive absent manifest error.

                SECTION 2.10. Termination, Reduction and Extension of
Commitments. (a) The Commitments shall be automatically terminated on the
Expiration Date.

                (b) Upon at least three Business Days' prior irrevocable written
or telecopy notice to the Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the
unused portion of the Commitments; provided, however, that (i) each partial
reduction of the Commitments shall be in an integral multiple of $1,000,000 and
(ii) the Borrower shall not terminate or reduce the Commitments if, after giving
effect to any concurrent prepayment of the Loans in accordance with Section
2.11, the sum of the Revolving Credit Exposure plus the aggregate principal
amount of outstanding Auction Loans would exceed the total Commitments.

                (c) Each reduction in the Commitments hereunder shall be made
ratably among the Banks in accordance with their respective applicable
Commitments. The Borrower shall pay to the Agent for the account of the Banks,
on the date of each termination or reduction, the Commitment Fees on the amount
of the Commitments so terminated or reduced accrued through the date of such
termination or reduction.

                (d) The Borrower may request an extension of this Agreement upon
60 days' prior written notice to the Agent; provided, that, such extension will
be at the sole option of the Banks and will require the written agreement of
each Bank in order to become effective.



                                       27
<PAGE>   32

                SECTION 2.11. Prepayment. (a) The Borrower shall have the right
at any time and from time to time to prepay any Borrowing, in whole or in part,
upon at least three Business Days' prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the Agent;
provided, however, that each partial prepayment shall be in an amount which is
an integral multiple of $1,000,000, and that the Borrower shall not have the
right to prepay any Auction Loan without the prior consent of the Bank thereof.

                (b) On the date of any termination or reduction of the
Commitments pursuant to Section 2.10, the Borrower shall pay or prepay so much
of the Borrowings as shall be necessary in order that the aggregate principal
amount of the Revolving Credit Exposure plus the aggregate principal amount of
Auction Loans outstanding will not exceed the aggregate Commitments after giving
effect to such termination or reduction.

                (c) Each notice of prepayment shall specify the prepayment date
and the principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be irrevocable and shall commit the Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein. All prepayments under this
Section 2.11 shall be subject to Section 2.14 but otherwise without premium or
penalty. All prepayments under this Section 2.11 shall be accompanied by accrued
interest on the principal amount being prepaid to the date of payment.

                SECTION 2.12. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
there is adopted any new law, rule or regulation or any change in applicable law
or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof
(whether or not having the force of law) which shall 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 such Bank (except
any such reserve requirement which is reflected in the Eurodollar Rate) or shall
impose on such Bank or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Bank, and the result of any of
the foregoing shall be to increase the cost to such Bank of making or
maintaining any Eurodollar Loan or to reduce the amount of any sum received or
receivable by such Bank hereunder or under the Notes (whether of principal,
interest



                                       28
<PAGE>   33

or otherwise) in respect of Eurodollar Loans by an amount deemed by such Bank to
be material, then the Borrower will pay to such Bank upon demand such additional
amount or amounts as will compensate such Bank for such additional costs
incurred or reduction suffered.

                (b) If any Bank shall have determined that the applicability of
any law, rule, regulation, agreement or guideline adopted after the date hereof
regarding capital adequacy, or any change in any of the foregoing or the
adoption after the date hereof of any change in any law, rule, regulation,
agreement or guideline existing on the date hereof or in the interpretation or
administration of any of the foregoing by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any lending office of such Bank) or any
Bank's holding company with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital or on the capital of such Bank's holding company, if any,
as a consequence of this Agreement or the Loans made by such Bank pursuant
hereto to a level below that which such Bank or such Bank's holding company
could have achieved but for such applicability, adoption, change or compliance
(taking into consideration such Bank's policies and the policies of such Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Bank to be material, then from time to time the Borrower shall pay to such Bank
such additional amount or amounts as will compensate such Bank or such Bank's
holding company for any such reduction suffered.

                (c) A certificate of each Bank setting forth in reasonable
detail such amount or amounts as shall be necessary to compensate such Bank or
its holding company as specified in paragraph (a) or (b) above, as the case may
be, and the manner in which such Bank has determined the same, shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay each Bank the amount shown as due on any such certificate
delivered by it within 10 days after its receipt of the same.

                (d) Failure on the part of any Bank to demand compensation for
any increased costs or reduction in amounts received or receivable or reduction
in return on capital with respect to any period shall not constitute a waiver of
such Bank's right to demand compensation with respect to such period or any
other period. The protection of this



                                       29
<PAGE>   34

Section shall be available to each Bank regardless of any possible contention of
the invalidity or inapplicability of the law, rule, regulation, guideline or
other change or condition which shall have occurred or been imposed.

                SECTION 2.13. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in, or adoption of, any law or regulation or in
the interpretation thereof by any governmental authority charged with the
administration or interpretation thereof shall make it unlawful for any Bank to
make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Agent, such Bank may:

                (i) declare that Eurodollar Loans will not there after be made
        by such Bank hereunder, whereupon any request by the Borrower for a
        Eurodollar Borrowing shall, as to such Bank only, be deemed a request
        for an ABR Loan unless such declaration shall be subsequently withdrawn;
        and

                (ii) require that all outstanding Eurodollar Loans made by it be
        converted to ABR Loans, in which event all such Eurodollar Loans shall
        be automatically converted to ABR Loans as of the effective date of such
        notice as provided in paragraph (b) below.

In the event any Bank shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Bank or the
converted Eurodollar Loans of such Bank shall instead be applied to repay the
ABR Loans made by such Bank in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

                (b) For purposes of this Section 2.13, a notice to the Borrower
by any Bank shall be effective as to each Eurodollar Loan, if lawful, on the
last day of the Interest Period currently applicable to such Eurodollar Loan.

                SECTION 2.14. Indemnity. The Borrower shall indemnify each Bank
against any loss or expense which such Bank may sustain or incur as a
consequence of (a) any failure by the Borrower to fulfill on the date of any
Eurodollar Borrowing hereunder the applicable conditions set forth in Article
IV, (b) any failure by the Borrower to borrow or to refinance any Eurodollar
Loan hereunder after irrevocable notice of such borrowing or refinancing has
been given pursuant to Sections 2.03 and 2.04, (c) any payment or



                                       30
<PAGE>   35

prepayment of a Eurodollar Loan required by any other provision of this
Agreement or otherwise made or deemed made on a date other than the last day of
the Interest Period applicable thereto or (d) any default in payment or
prepayment of the principal amount of any Eurodollar Loan or any part thereof or
interest accrued thereon, as and when due and payable (at the due date thereof,
whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise) including, in each such case, any loss or reasonable expense
sustained or incurred or to be sustained or incurred in liquidating or employing
deposits from third parties acquired to effect or maintain such Loan or any part
thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an
amount equal to the excess, if any, as reasonably determined by such Bank, of
(i) its cost of obtaining the funds for the Eurodollar Loan being paid, prepaid,
converted or not borrowed (assumed to be the Eurodollar Rate applicable thereto)
for the period from the date of such payment, prepayment, conversion or failure
to borrow to the last day of the Interest Period for such Loan (or, in the case
of a failure to borrow, the Interest Period for such Eurodollar Loan which would
have commenced on the date of such failure) over (ii) the amount of interest (as
reasonably determined by such Bank) that would be realized by such Bank in
reemploying the funds so paid, prepaid or not borrowed for such period or
Interest Period, as the case may be. A certificate of any Bank setting forth any
amount or amounts which such Bank is entitled to receive pursuant to this
Section, and the manner in which such Bank has determined the same, shall be
delivered to the Borrower and shall be conclusive absent manifest error.

                SECTION 2.15. Pro Rata Treatment. Except as required under
Sections 2.04 and 2.13, each Borrowing, each payment or prepayment of principal
of any Borrowing, each payment of interest on the Loans, each payment of the
Commitment Fees, each reduction of the Commitments and each refinancing of any
Borrowing with a Borrowing of any Type shall be allocated pro rata among the
Banks in accordance with their respective applicable Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans). Each Bank agrees that
in computing such Bank's portion of any Borrowing to be made hereunder, the
Agent may, in its discretion, round each Bank's percentage of such Borrowing,
computed in accordance with Section 2.01, to the next higher or lower whole
dollar amount.

                SECTION 2.16. Sharing of Setoffs. Each Bank agrees that if it
shall, through the exercise of a right of



                                       31
<PAGE>   36

banker's lien, setoff or counterclaim against the Borrower, or pursuant to a
secured claim under Section 506 of Title 11 of the United States Code or other
security or interest arising from, or in lieu of, such secured claim, received
by such Bank under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in
respect of any Revolving Loan or Revolving Loans as a result of which the unpaid
principal portion of its Revolving Loans shall be proportionately less than the
unpaid principal portion of the Revolving Loans of any other Bank, it shall be
deemed simultaneously to have purchased from such other Bank at face value, and
shall promptly pay to such other Bank the purchase price for, a participation in
the Revolving Loans of such other Bank, so that the aggregate unpaid principal
amount of the Revolving Loans and participations in Revolving Loans held by each
Bank shall be in the same proportion to the aggregate unpaid principal amount of
all Revolving Loans then outstanding as the principal amount of its Revolving
Loans prior to such exercise of banker's lien, setoff or counterclaim or other
event was to the principal amount of all Revolving Loans outstanding prior to
such exercise of banker's lien, setoff or counter-claim or other event;
provided, however, that, if any such purchase or purchases or adjustments shall
be made pursuant to this Section and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower expressly consents to the
foregoing arrangements and agrees that any Bank holding a participation in a
Revolving Loan deemed to have been so purchased may exercise any and all rights
of banker's lien, setoff or counterclaim with respect to any and all moneys
owing by the Borrower to such Bank by reason thereof as fully as if such Bank
had made a Loan directly to the Borrower in the amount of such participation.

                SECTION 2.17. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder and under any other Loan Document not later than 12:00
(noon), New York City time, on the date when due in dollars to the Agent at its
offices at 909 Fanning, Suite 1700, Houston, Texas, in immediately available
funds.

                (b) Whenever any payment (including principal of or interest on
any Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a
Business



                                       32
<PAGE>   37

Day, such payment may be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of interest
or Fees, if applicable.

                SECTION 2.18. Taxes. (a) Any and all payments by the Borrower
hereunder shall be made, in accordance with Section 2.17, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the net income of the Agent or any Bank (or any
transferee or assignee thereof, including a participation holder (any such
entity being called a "Transferee")) and franchise taxes imposed on the Agent or
any Bank (or Transferee) by the United States or any jurisdiction under the laws
of which the Agent or any such Bank (or such Transferee) or the applicable
lending office, is organized or any political subdivision thereof (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to the Banks (or any Transferee) or the Agent, (i) the sum payable
shall be increased by the amount necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.18) such Bank (or such Transferee) or the Agent (as the case may
be) shall receive an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant taxing authority or
other Governmental Authority in accordance with applicable law; provided,
however, that no Transferee of any Bank shall be entitled to receive any greater
payment under this paragraph (a) than such Bank would have been entitled to
receive with respect to the rights assigned, participated or other wise
transferred unless such assignment, participation or transfer shall have been
made at a time when the circumstances giving rise to such greater payment did
not exist.

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



                                       33
<PAGE>   38

                (c) The Borrower will indemnify each Bank (or Transferee) and
the Agent for the full amount of Taxes and Other Taxes paid by such Bank (or
such Transferee)or the Agent, as the case may be, and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted by the relevant taxing authority or other Governmental Authority. Such
indemnification shall be made within 30 days after the date any Bank (or
Transferee) or the Agent, as the case may be, makes written demand therefor. If
a Bank (or Transferee) or the Agent shall become aware that it is entitled to
receive a refund in respect of Taxes or Other Taxes as to which it has been
indemnified by the Borrower pursuant to this Section 2.18, it shall promptly
notify the Borrower of the availability of such refund and shall, within 30 days
after receipt of a request by the Borrower, apply for such refund at the
Borrower's expense. If any Bank (or Transferee) or the Agent receives a refund
in respect of any Taxes or Other Taxes as to which it has been indemnified by
the Borrower pursuant to this Section 2.18, it shall promptly notify the
Borrower of such refund and shall repay such refund to the Borrower (to the
extent of amounts that have been paid by the Borrower under this Section 2.18
with respect to such refund) within 30 days (or promptly upon receipt, if the
Borrower has requested application for such refund pursuant hereto), net of all
reasonable out-of-pocket expenses of such Bank and without interest; provided
that the Borrower, upon the request of such Bank (or such Transferee) or the
Agent, agrees to return such refund (plus penalties, interest or other charges)
to such Bank (or such Transferee) or the Agent in the event such Bank (or such
Transferee) or the Agent is required to repay such refund. Nothing contained in
this paragraph (c) shall require any Bank (or Transferee) or the Agent to make
available any of its tax returns (or any other information relating to its taxes
which it deems to be confidential); provided that Borrower, at its expense,
shall have the right to receive an opinion from a firm of independent public
accountants of recognized national standing acceptable to the Borrower that the
amount due hereunder is correctly calculated.

                (d) Within 30 days after the date of any payment of Taxes or
Other Taxes withheld by the Borrower in respect of any payment to any Bank (or
Transferee) or the Agent, the Borrower will furnish to the Agent, at its address
referred to in Section 9.01, the original or a certified copy of a receipt
evidencing payment thereof.



                                       34
<PAGE>   39

                (e) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.18
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

                (f) On or prior to the execution of this Agreement and on or
before the transfer to a Transferee, the Agent shall notify the Borrower of each
Bank's (or Transferee's) address. On or prior to the Bank's (or Transferee's)
first Interest Payment Date, and from time to time as required by law, each Bank
(or Transferee) that is organized under the laws of a jurisdiction outside the
United States shall, if legally able to do so, deliver to the Borrower and the
Agent such certificates, documents or other evidence, as required by the Code or
Treasury Regulations issued pursuant thereto, including Internal Revenue Service
Form 1001 or Form 4224 and any other certificate or statement of exemption
required by Treasury Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any
subsequent version thereof or successors thereto, properly completed and duly
executed by such Bank (or Transferee) establishing that such payment is (i) not
subject to United States Federal withholding tax under the Code because such
payment is effectively connected with the conduct by such Bank (or Transferee)
of a trade or business in the United States or (ii) totally exempt from United
States Federal withholding tax, or subject to a reduced rate of such tax under a
provision of an applicable tax treaty. Unless the Borrower and the Agent have
received forms or other documents satisfactory to them indicating that such
payments hereunder or under the Notes are not subject to United States Federal
withholding tax or are subject to such tax at a rate reduced by an applicable
tax treaty, the Borrower shall withhold taxes from such payments at the
applicable statutory rate.

                (g) The Borrower shall not be required to pay any additional
amounts to any Bank (or Transferee) in respect of United States Federal
withholding tax pursuant to paragraph (a) above if the obligation to pay such
additional amounts would not have arisen but for a failure by such Bank (or
Transferee) to comply with the provisions of paragraph (f) above; provided,
however, that the Borrower shall be required to pay those amounts to any Bank
(or Transferee) that it was required to pay hereunder prior to the failure of
such Bank (or Transferee) to comply with the provisions of such paragraph (f).



                                       35
<PAGE>   40

                SECTION 2.19. Termination or Assignment of Commitments Under
Certain Circumstances. (a) Any Bank (or Transferee) claiming any additional
amounts payable pursuant to Section 2.12 or Section 2.18 or exercising its
rights under Section 2.13 shall use reasonable efforts (consistent with legal
and regulatory restrictions) to file any certificate or document requested by
the Borrower or to change the jurisdiction of its applicable lending office if
the making of such a filing or change would avoid the need for or reduce the
amount of any such additional amounts which may thereafter accrue or avoid the
circumstances giving rise to such exercise and would not, in the sole
determination of such Bank, be otherwise disadvantageous to such Bank (or
Transferee). (b) In the event that any Bank shall have delivered a notice or
certificate pursuant to Section 2.12 or 2.13, or the Borrower shall be required
to make additional payments under Section 2.18 to any Bank (or Transferee) or to
the Agent with respect to any Bank (or Transferee), the Borrower shall have the
right, at its own expense, upon notice to such Bank (or Transferee) and the
Agent (a) to terminate the Commitment of such Bank (or Transferee) or (b) to
require such Bank (or Transferee) to transfer and assign 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 Auction Loans) to another financial institution which shall assume
such obligations; provided that (i) no such termination or assignment shall
conflict with any law, rule or regulation or order of any Governmental Authority
and (ii) the Borrower or the assignee, as the case may be, shall pay to the
affected Bank (or Transferee) in immediately available funds on the date of such
termination or assignment the principal of and interest accrued to the date of
payment on the Loans made by it hereunder and all other amounts accrued for its
account or owed to it hereunder.


ARTICLE III.  REPRESENTATIONS AND WARRANTIES

                The Borrower represents and warrants to each of the Banks that:

                SECTION 3.01. Organization; Powers. Each of the Borrower and the
Significant Subsidiaries (a) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b)
has all requisite power and authority to own its property and assets and to
carry on its business as



                                       36
<PAGE>   41
now conducted and as proposed to be conducted, (c) is qualified to do business
in every jurisdiction where such qualification is required, except where the
failure so to qualify would not result in a Material Adverse Effect, and (d) in
the case of the Borrower, has the corporate power and authority to execute,
deliver and perform its obligations under each of the Loan Documents and each
other agreement or instrument contemplated thereby to which it is or will be a
party and to borrow hereunder.

                SECTION 3.02. Authorization. The execution, delivery and
performance by the Borrower of each of the Loan Documents and the borrowings
hereunder (collectively, the "Transactions") (a) have been duly authorized by
all requisite corporate and, if required, stockholder action and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation the violation
of which could reasonably be expected to impair the validity and enforceability
of this Agreement or any other Loan Document or materially impair the rights of
or benefits available to the Banks under the Loan Documents, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of the Borrower or any Significant Subsidiary, (B) any order of any
Governmental Authority the violation of which could reasonably be expected to
impair the validity or enforce ability of this Agreement or any other Loan
Document, or materially impair the rights of or benefits available to the Banks
under the Loan Documents, or (C) any provision of any indenture or other
material agreement or instrument evidencing or relating to borrowed money to
which the Borrower or any Significant Subsidiary is a party or by which any of
them or any of their property is or may be bound in a manner which could
reasonably be expected to impair the validity and enforceability of this
Agreement or any other Loan Document or materially impair the rights of or
benefits available to the Banks under the Loan Documents, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time
or both) a default under any such indenture, agreement or other instrument in a
manner which could reasonably be expected to impair the validity and
enforceability of this Agreement or any other Loan Document or materially impair
the rights of or benefits available to the Banks under the Loan Documents or
(iii) result in the creation or imposition under any such indenture, agreement
or other instrument of any Lien upon or with respect to any property or assets
now owned or hereafter acquired by the Borrower.

                SECTION 3.03. Enforceability. This Agreement has been duly
executed and delivered by the Borrower and constitutes, and each other Loan
Document when executed and



                                       37
<PAGE>   42

delivered by the Borrower will constitute, a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with its terms.

                SECTION 3.04. Governmental Approvals. No action, consent or
approval of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except
such as have been made or obtained and are in full force and effect.

                SECTION 3.05. Financial Statements. The Borrower has heretofore
furnished to the Banks its consolidated balance sheets and statements of income
and statements of cash flow as of and for the fiscal year ended December 31,
1998, audited by and accompanied by the opinion of Deloitte & Touche,
independent public accountants. Such financial statements present fairly the
financial condition and results of operations of the Borrower and its
consolidated subsidiaries as of such dates and for such periods. Such balance
sheets and the notes thereto, together with the Borrower's Annual Report on Form
10-K for the fiscal year ended December 31, 1998, reflect all liabilities,
direct or contingent, of the Borrower and its consolidated Subsidiaries as of
the dates thereof which are material on a consolidated basis. Such financial
statements were prepared in accordance with GAAP applied (except as noted
therein) on a consistent basis.

                SECTION 3.06. No Material Adverse Change. Except as disclosed in
the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31,
1998 and in the Borrower's Form 10-Q for the fiscal quarter ended March 31,
1999, there has been no change in the business, assets, operations or financial
condition of the Borrower and the Subsidiaries, taken as a whole, since December
31, 1998, which could reasonably be expected to have a material adverse effect
on the creditworthiness of the Borrower.

                SECTION 3.07. Litigation; Compliance with Laws. (a) Except as
set forth in the Annual Report of the Borrower on Form 10-K for the year ended
December 31, 1998, or in any document filed prior to the date of this Agreement
pursuant to Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934,
there are not any actions, suits or proceedings at law or in equity or by or
before any Governmental Authority now pending or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any Subsidiary or any
business, property or rights of any such person (i) which involve any Loan
Document or the Transactions or (ii) which could reasonably be anticipated,



                                       38
<PAGE>   43

individually or in the aggregate, to result in a Material Adverse Effect.

                (b) Neither the Borrower nor any of the Subsidiaries is in
violation of any law, rule or regulation, or in default with respect to any
judgment, writ, injunction or decree of any Governmental Authority, where such
violation or default would be reasonably likely to result in a Material Adverse
Effect.

                SECTION 3.08. Federal Reserve Regulations. (a) Neither the
Borrower nor any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

                (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i)
to purchase or carry Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose which entails a violation of,
or which is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or X.

                SECTION 3.09. Investment Company Act; Public Utility Holding
Company Act. The Borrower is not (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) subject
to regulation as a "holding company" under the Public Utility Holding Company
Act of 1935.

                SECTION 3.10. Use of Proceeds. The Borrower will use the
proceeds of the Loans only for the purposes specified in the preamble to this
Agreement.

                SECTION 3.11. No Material Misstatements. No information, report,
financial statement, exhibit or schedule furnished by or on behalf of the
Borrower to the Agent or any Bank in connection with the negotiation of any Loan
Document or included therein or delivered pursuant thereto contained, contains
or will contain any material misstatement of fact or, when considered together
with all reports theretofore filed with the Securities and Exchange Commission,
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading.



                                       39
<PAGE>   44

                SECTION 3.12. Employee Benefit Plans. Each of the Borrower and
its ERISA Affiliates is in compliance in all material respects with the
applicable provisions of ERISA and the regulations and published interpretations
thereunder. No Reportable Event has occurred as to which the Borrower or any
ERISA Affiliate was required to file a report with the PBGC, and the present
value of all benefit liabilities under each Plan (based on those assumptions
used to fund such Plan) did not, as of the last annual valuation date applicable
thereto, exceed by more than $10,000,000 the value of the assets of such Plan.

                SECTION 3.13. Environmental and Safety Matters. Each of the
Borrower and each Subsidiary has complied with all Federal, state, local and
other statutes, ordinances, orders, judgments, rulings and regulations relating
to environmental pollution or to environmental or nuclear regulation or control
or to employee health or safety, except where noncompliance would not be
reasonably likely to result in a Material Adverse Effect. Neither the Borrower
nor any Subsidiary has received notice of any failure so to comply, except where
noncompliance would not be reasonably likely to result in a Material Adverse
Effect. The Borrower's and the Subsidiaries' plants do not manage any hazardous
wastes, hazardous substances, hazardous materials, toxic substances, toxic
pollutants or substances similarly denominated, as those terms or similar terms
are used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the
Clean Water Act or any other applicable law relating to environmental pollution
or employee health and safety, or any nuclear fuel or other radioactive
materials, in violation of any law or any regulations promulgated pursuant
thereto, where such violation would be reasonably likely to result in a Material
Adverse Effect. The Borrower is aware of no events, conditions or circumstances
involving environmental pollution or contamination or employee health or safety
that could reasonably be expected to result in a Material Adverse Effect. The
representations and warranties set forth in this Section 3.13 are, however,
subject to any matters, circumstances or events set forth in the Borrower's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and in
the Borrower's Form 10-Q for the fiscal quarter ended March 31, 1999; provided,
however, that the inclusion of such matters, circumstances or events as
exceptions (or any other exceptions contained in the representations and
warranties which refer to the Borrower's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 or the



                                       40
<PAGE>   45

Borrower's Form 10-Q for the fiscal quarter ended March 31, 1999) shall not be
construed to mean that the Borrower has concluded that any such matter,
circumstance or effect is likely to result in a Material Adverse Effect.

                SECTION 3.14. Significant Subsidiaries. Schedule 3.14 sets forth
as of the date hereof a list of all Significant Subsidiaries of the Borrower and
the percentage ownership interest of the Borrower therein.

                SECTION 3.15. Year 2000 Compliance. The Borrower and each
Significant Subsidiary has a) initiated a review and assessment of all areas
within its and each of its Significant Subsidiaries' business and operations
(including those mission critical suppliers and vendors) that could be adversely
affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by the Borrower or any of its Significant Subsidiaries may be
unable to recognize and perform properly date-sensitive functions involving
certain dates prior to and any date after December 31, 1999) and (b) developed a
plan and timeline for addressing the Year 2000 Problem on a timely basis, and,
as of the date of this Agreement, is implementing that plan in accordance with
that timetable. The Borrower and each Significant Subsidiary reasonably believes
that all computer applications that are material to its or any of its
Significant Subsidiaries' business and operations will on a timely basis be able
to perform properly date-sensitive functions for all dates before and after
January 1, 2000 (that is, be "Year 2000 Compliant"), except to the extent that a
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

ARTICLE IV.  CONDITIONS OF LENDING

                The obligations of the Banks to make Loans hereunder are subject
to the satisfaction of the following conditions:

                SECTION 4.01. All Borrowings. On the date of each Borrowing,
including each Borrowing in which Loans are refinanced with new Loans as
contemplated by Section 2.02(e):

                (a) The Agent shall have received a notice of such Borrowing as
        required by Section 2.03.

                (b) The representations and warranties set forth in Article III
        hereof (except, in the case of a refinancing of Loans that does not
        increase the sum of the Revolving Credit Exposure and the Auction Loans
        of



                                       41
<PAGE>   46

        any Bank outstanding, the representations set forth in Sections 3.06 and
        3.07) shall be true and correct in all material respects on and as of
        the date of such Borrowing with the same effect as though made on and as
        of such date, except to the extent such representations and warranties
        expressly relate to an earlier date.

                (c) The Borrower shall be in compliance with all the terms and
        provisions set forth herein and in each other Loan Document on its part
        to be observed or performed, and at the time of and immediately after
        such Borrowing no Event of Default or Default shall have occurred and be
        continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

                SECTION 4.02. First Borrowing. On the date of this Agreement:

                (a) Each Bank shall have received a duly executed Note complying
        with the provisions of Section 2.05.

                (b) The Agent shall have received a favorable written opinion of
        Paine, Hamblen, Coffin, Brooke & Miller, counsel for the Borrower, dated
        the date of this Agreement and addressed to the Banks, to the effect set
        forth in Exhibit D hereto, and the Borrower hereby instructs such
        counsel to deliver such opinions to the Agent.

                (c) The Agent shall have received evidence satisfactory to it
        and set forth on Schedule 4.02(c) that the Borrower shall have obtained
        all consents and approvals of, and shall have made all filings and
        registrations with, any Governmental Authority required in order to
        consummate the Transactions, in each case without the imposition of any
        condition which, in the judgment of the Banks, could adversely affect
        their rights or interests hereunder.

                (d) All legal matters incident to this Agreement and the
        borrowings hereunder shall be satisfactory to the Banks and their
        counsel and to Cravath, Swaine & Moore, counsel for the Agent.

                (e) The Agent shall have received (i) a copy of the certificate
        or articles of incorporation, including



                                       42
<PAGE>   47

        all amendments thereto, of the Borrower, certified as of a recent date
        by the Secretary of State of the state of its organization, and a
        certificate as to the good standing of the Borrower as of a recent date,
        from such Secretary of State; (ii) a certificate of the Secretary or
        Assistant Secretary of the Borrower dated the Closing Date and
        certifying (A) that attached thereto is a true and complete copy of the
        by-laws of the Borrower as in effect on the Closing Date and at all
        times since a date prior to the date of the resolutions described in
        clause (B) below, (B) that attached thereto is a true and complete copy
        of resolutions duly adopted by the board of directors of the Borrower
        authorizing the execution, delivery and performance of the Loan
        Documents and the borrowings hereunder, and that such resolutions have
        not been modified, rescinded or amended and are in full force and
        effect, (C) that the certificate or articles of incorporation of the
        Borrower have not been amended since the date of the last amendment
        thereto shown on the certificate of good standing furnished pursuant to
        clause (i) above, and (D) as to the incumbency and specimen signature of
        each officer executing any Loan Document or any other document delivered
        in connection herewith on behalf of the Borrower; (iii) a certificate of
        another officer as to the incumbency and specimen signature of the
        Secretary or Assistant Secretary executing the certificate pursuant to
        (ii) above; and (iv) such other documents as the Banks or their counsel
        or Cravath, Swaine & Moore, counsel for the Agent, may reasonably
        request.

                (f) The Agent shall have received a certificate, dated the
        Closing Date and signed by a Financial Officer of the Borrower,
        confirming compliance with the conditions precedent set forth in
        paragraphs (b) and (c) of Section 4.01.

                (g) The Agent shall have received all Fees and other amounts due
        and payable on or prior to the date of this Agreement, including all
        Fees accrued to the date hereof under the Pre-Restatement Credit
        Agreement.




ARTICLE V.  AFFIRMATIVE COVENANTS

                The Borrower covenants and agrees with each Bank that so long as
this Agreement shall remain in effect or the



                                       43
<PAGE>   48

principal of or interest on any Loan, any Fees or any other expenses or any
amounts payable under any Loan Document shall be unpaid, unless the Required
Banks shall otherwise consent in writing, the Borrower will:

                SECTION 5.01. Existence; Businesses and Properties. (a) Do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except as otherwise expressly permitted under
Section 6.02.

                (b) Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, franchises, authorizations, patents, copyrights, trademarks and trade
names utilized in the conduct of the Borrower's business except where the
failure so to obtain, preserve, renew, extend or maintain any of the foregoing
would not result in a Material Adverse Effect; maintain and operate such
business in substantially the manner in which it is presently conducted and
operated, except as otherwise expressly permitted under this Agreement; comply
in all material respects with all applicable laws, rules, regulations and orders
of any Governmental Authority, whether now in effect or hereafter enacted if
failure to comply with such requirements would result in a Material Adverse
Effect; and at all times maintain and preserve all property material to the
conduct of such business and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that the Borrower may cause
the discontinuance of the operation or a reduction in the capacity of any of its
facilities, or any element or unit thereof including, without limitation, real
and personal properties, facilities, machinery and equipment, (i) if, in the
judgment of the Borrower, it is no longer advisable to operate the same, or to
operate the same at its former capacity, and such discontinuance or reduction
would not result in a Material Adverse Effect, or (ii) if the Borrower intends
to sell and dispose of its interest in the same in accordance with the terms of
this Agreement and within a reasonable time shall endeavor to effectuate the
same.

                SECTION 5.02. Insurance. (a) Maintain insurance, to such extent
and against such risks, as is customary with companies in the same or similar
businesses and owning similar properties in the same general area in which the



                                       44
<PAGE>   49

Borrower operates and (b) maintain such other insurance as may be required by
law. All insurance required by this Section 5.02 shall be maintained with
financially sound and reputable insurers or through self-insurance; provided,
however, that the portion of such insurance constituting self-insurance shall be
comparable to that usually maintained by companies engaged in the same or
similar businesses and owning similar properties in the same general area in
which the Borrower operates and the reserves maintained with respect to such
self-insured amounts are deemed adequate by the officer or officers of the
Borrower responsible for insurance matters.

                SECTION 5.03. Taxes and Obligations. Pay and discharge promptly
when due all taxes, assessments and governmental charges or levies imposed upon
it or upon its income or profits or in respect of its property, before the same
shall become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might give rise to a Lien
upon such properties or any part thereof; provided, however, that such payment
and discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the Borrower shall, to
the extent required by GAAP, have set aside on its books adequate reserves with
respect thereto.

                SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
Agent and each Bank:

                (a) within 105 days after the end of each fiscal year, its
        consolidated and consolidating balance sheets and related statements of
        income and statements of cash flow, showing the financial condition of
        the Borrower and its consolidated Subsidiaries as of the close of such
        fiscal year and the results of its operations and the operations of such
        Subsidiaries during such year, all audited by Deloitte & Touche or other
        independent public accountants of recognized national standing
        acceptable to the Required Banks and accompanied by an opinion of such
        accountants (which shall not be qualified in any material respect) to
        the effect that such consolidated financial statements fairly present
        the financial condition and results of operations of the Borrower on a
        consolidated basis (except as noted therein) in accordance with GAAP
        consistently applied;

                (b) within 50 days after the end of each of the first three
        fiscal quarters of each fiscal year, its



                                       45
<PAGE>   50

        consolidated and, to the extent otherwise available, consolidating
        balance sheets and related statements of income and statements of cash
        flow, showing the financial condition of the Borrower and its
        consolidated subsidiaries as of the close of such fiscal quarter and the
        results of its operations and the operations of such subsidiaries during
        such fiscal quarter and the then elapsed portion of the fiscal year, all
        certified by one of its Financial Officers as fairly presenting the
        financial condition and results of operations of the Borrower on a
        consolidated basis in accordance with GAAP consistently applied, subject
        to normal year-end audit adjustments;

                (c) concurrently with any delivery of financial statements under
        (a) or (b) above, a certificate of the relevant accounting firm opining
        on or certifying such statements or Financial Officer (which
        certificate, when furnished by an accounting firm, may be limited to
        accounting matters and disclaim responsibility for legal
        interpretations) certifying that to the knowledge of the accounting firm
        or the Financial Officer, as the case may be, no Event of Default or
        Default has occurred or, if such an Event of Default or Default has
        occurred, specifying the nature and extent thereof and any corrective
        action taken or proposed to be taken with respect thereto;

                (d) promptly after the same become publicly available, copies of
        all periodic and other reports, proxy statements and other materials
        filed by it with the Securities and Exchange Commission, or any
        governmental authority succeeding to any of or all the functions of said
        Commission, or with any national securities exchange, or distributed to
        its share holders, as the case may be; and

                (e) promptly, from time to time, such other information
        regarding the operations, business affairs and financial condition of
        the Borrower or any Significant Subsidiary, or compliance with the terms
        of any Loan Document, as the Agent or any Bank may reasonably request.

                SECTION 5.05. Litigation and Other Notices. Furnish to the Agent
and each Bank prompt written notice of the following:



                                       46
<PAGE>   51

                (a) any Event of Default or Default, specifying the nature and
        extent thereof and the corrective action (if any) proposed to be taken
        with respect thereto;

                (b) the filing or commencement of, or any written threat or
        notice of intention of any person to file or commence, any action, suit
        or proceeding, whether at law or in equity or by or before any
        Governmental Authority, against the Borrower or any Subsidiary thereof
        which could reasonably be anticipated to result in a Material Adverse
        Effect; and

                (c) any development that has resulted in, or could reasonably be
        anticipated to result in, a Material Adverse Effect.

                SECTION 5.06. ERISA. (a) Comply in all material respects with
the applicable provisions of ERISA and (b) furnish to the Agent and each Bank
(i) as soon as possible, and in any event within 30 days after any Responsible
Officer of the Borrower or any ERISA Affiliate either knows or has reason to
know that any Reportable Event has occurred that alone or together with any
other Reportable Event could reasonably be expected to result in liability of
the Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a
statement of a Financial Officer setting forth details as to such Reportable
Event and the action proposed to be taken with respect thereto, together with a
copy of the notice, if any, of such Reportable Event given to the PBGC, (ii)
promptly after receipt thereof, a copy of any notice the Borrower or any ERISA
Affiliate may receive from the PBGC relating to the intention of the PBGC to
terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate
which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
Section 414 of the Code) or to appoint a trustee to administer any Plan or Plans
and (iii) within 10 days after the due date for filing with the PBGC pursuant to
Section 412(n) of the Code of a notice of failure to make a required installment
or other payment with respect to a Plan, a statement of a Financial Officer
setting forth details as to such failure and the action proposed to be taken
with respect thereto, together with a copy of such notice given to the PBGC.

                SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any representatives designated by any Bank to visit and inspect the financial
records and the properties of the Borrower at reasonable times and as often as
requested and to make extracts from



                                       47
<PAGE>   52

and copies of such financial records, and permit any representatives designated
by any Bank to discuss the affairs, finances and condition of the Borrower with
the chief financial officer of the Borrower, or other person designated by the
chief financial officer, and independent accountants therefor.

                SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans
only for the purposes set forth in the preamble to this Agreement.


ARTICLE VI.  NEGATIVE COVENANTS

                The Borrower covenants and agrees with each Bank that, so long
as this Agreement shall remain in effect or the principal of or interest on any
Loan, any Fees or any other expenses or amounts payable under any Loan Document
shall be unpaid, unless the Required Banks shall otherwise consent in writing,
the Borrower will not:

                SECTION 6.01. Liens. Create, incur, assume or permit to exist
any Lien on any property or assets (including stock or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

                (a) Liens on property or assets of the Borrower created by the
        documents, instruments or agreements existing on the date hereof and
        which are listed as exhibits to the Borrower's Annual Report on Form
        10-K for the fiscal year ended December 31, 1998, to the extent that
        such Liens secure only obligations arising under such existing
        documents, agreements or instruments;

                (b) any Lien existing on any property or asset prior to the
        acquisition thereof by the Borrower; provided that (i) such Lien is not
        created in contemplation of or in connection with such acquisition and
        (ii) such Lien does not apply to any other property or assets of the
        Borrower;

                (c) the Lien of the First Mortgage;

                (d) Liens permitted under the First Mortgage (whether or not
        such permitted Liens cover properties or assets subject to the Lien of
        the First Mortgage) and any other Liens to which the Lien of the First
        Mortgage is expressly made subject;



                                       48
<PAGE>   53

                (e) the Lien of any collateral trust mortgage or similar
        instrument which would be intended to eventually replace (in one
        transaction or a series of transactions) the First Mortgage (as amended,
        modified or supplemented from time to time, "Collateral Trust Mortgage")
        on properties or assets of the Borrower to secure bonds, notes and other
        obligations of the Borrower; provided that, so long as the First
        Mortgage shall constitute a Lien on properties or assets of the
        Borrower, the bonds, notes or other obligations issued under the
        Collateral Trust Mortgage (i) shall also be secured by an equal
        principal amount of bonds issued under the First Mortgage or (ii) shall
        be issued against property additions not subject to the Lien of the
        First Mortgage;

                (f) Liens permitted under the Collateral Trust Mortgage (whether
        or not such permitted Liens cover properties or assets subject to the
        Lien of the Collateral Trust Mortgage) and any other Liens to which the
        Lien of the Collateral Trust Mortgage is subject;

                (g) Liens for taxes, assessments or governmental charges not yet
        due or which are being contested in compliance with Section 5.03;

                (h) carriers', warehousemen's, mechanic's, materialmen's,
        repairmen's or other like Liens arising in the ordinary course of
        business and securing obligations that are not due or which are being
        contested in compliance with Section 5.03;

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

                (j) Liens incurred or created in connection with or to secure
        the performance of bids, tenders, trade contracts (other than for
        Indebtedness), leases, statutory obligations, surety and appeal bonds,
        performance bonds and other obligations of a like nature incurred in the
        ordinary course of business;

                (k) zoning restrictions, easements, rights-of-way, restrictions
        on use of real property and other similar encumbrances incurred in the
        ordinary course of business which, in the aggregate, are not substantial
        in amount and do not materially detract from the value



                                       49
<PAGE>   54

        of the property subject thereto or interfere with the ordinary conduct
        of the business of the Borrower or any of its Subsidiaries;

                (l) Liens (i) which secure obligations not assumed by the
        Borrower, (ii) on account of which the Borrower has not and does not
        expect to pay interest directly or indirectly and (iii) which exist upon
        real estate or rights in or relating to real estate in respect of which
        the Borrower has a right-of-way or other easement for purposes of
        substations or transmission or distribution facilities;

                (m) rights reserved to or vested in any federal, state or local
        governmental body or agency by the terms of any right, power, franchise,
        grant, license, con tract or permit, or by any provision of law, to
        recapture or to purchase, or designate a purchase of or order the sale
        of, any property of the Borrower or to terminate any such right, power,
        franchise, grant, license, contract or permit before the expiration
        thereof;

                (n) Liens of judgments covered by insurance, or upon appeal and
        covered by bond, or to the extent not so covered not exceeding at one
        time $10,000,000 in aggregate amount;

                (o) any Liens, moneys sufficient for the discharge of which
        shall have been deposited in trust with the trustee or mortgagee under
        the instrument evidencing such Lien, with irrevocable authority of such
        trustee or mortgagee to apply such moneys to the discharge of such Lien
        to the extent required for such purpose;

                (p) rights reserved to or vested in any federal, state or local
        governmental body or agency or other public authority to control or
        regulate the business or property of the Borrower;

                (q) any obligations or duties, affecting the property of the
        Borrower to any federal, state or local governmental body or agency or
        other public authority with respect to any authorization, permit,
        consent or license of such body, agency or authority, given in
        connection with the purchase, construction, equipping, testing and
        operation of the Borrower's utility property;



                                       50
<PAGE>   55

                (r) with respect to any property which the Borrower may
        hereafter acquire, any exceptions or reservations therefrom existing at
        the time of such acquisition or any terms, conditions, agreements,
        covenants, exceptions and reservations expressed or provided in the
        deeds of other instruments, respectively, under and by virtue of which
        the Borrower shall hereafter acquire the same, none of which materially
        impairs the use of such property for the purposes for which it is
        acquired by the Borrower;

                (s) leases and subleases entered into in the ordinary course of
        business;

                (t) banker's Liens and other Liens in the nature of a right of
        setoff;

                (u) Liens resulting from any transaction permitted under Section
        6.03(v);

                (v) renewals, replacements, amendments, modifications,
        supplements, refinancings or extensions of Liens set forth above to the
        extent that the principal amount of Indebtedness secured by such Lien
        immediately prior thereto is not increased and such Lien is not extended
        to other property (it being understood that such limitation does not
        apply to the Liens described in subsection (c), (e) or (u) above);

                (w) security deposits or amounts paid into trust funds for the
        reclamation of mining properties;

                (x) restrictions on transfer or use of properties and assets,
        first rights of refusal, and rights to acquire properties and assets
        granted to others;

                (y) non-consensual equitable Liens on the Borrower's
        tenant-in-common or other interest in joint projects;

                (z) Liens on the Borrower's tenant-in-common or other interest
        in joint projects incurred by the project sponsor without the express
        consent of the Borrower to such incurrence;

                (aa) cash collateral contemplated under Section 2.06(i) of the
        $125,000,000 Revolving Credit Agreement (3 Years) dated as of June 30,
        1998 between Avista Corporation (formerly The Washington Water Power
        Company), Toronto Dominion (Texas), Inc., and the banks named therein;
        and



                                       51
<PAGE>   56

                (ab) Liens not expressly permitted in clauses (a) through (aa)
        of this Section 6.01 to secure Indebtedness of the Borrower, provided
        that the aggregate outstanding principal amount of the Indebtedness so
        secured does not at any one time exceed 5% of the total assets of the
        Borrower and its Subsidiaries, computed and consolidated in accordance
        with GAAP consistently applied.

                SECTION 6.02. Mergers, Consolidations and Acquisitions. Merge
into or consolidate with any other person, or permit any other person to merge
into or consolidate with it, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the assets
of any other person (whether directly by purchase, lease or other acquisition of
all or substantially all of the assets of such person or indirectly by purchase
or other acquisition of all or substantially all of the capital stock of such
other person) other than acquisitions in the ordinary course of the Borrower's
business, except that if (A) at the time thereof and immediately after giving
effect thereto no Event of Default or Default shall have occurred and be
continuing and (B) in the case of any merger or consolidation involving the
Borrower in which the Borrower is not the surviving corporation, the surviving
corporation shall assume in writing the obligations of the Borrower under this
Agreement and any other Loan Documents, then (a) the Borrower may merge or
consolidate with any Subsidiary in a transaction in which the Borrower is the
surviving corporation, (b) the Borrower may purchase, lease or otherwise acquire
from any Subsidiary all or substantially all of its assets and may purchase or
otherwise acquire all or substantially all of the capital stock of any person
who immediately thereafter is a Subsidiary,(c) the Borrower may merge with or
into, or consolidate with, any other person so long as (i) in the case where the
business of such other person, or an Affiliate of such other person, entirely or
primarily consists of an electric or gas utility business, the senior secured
long-term debt rating of the Borrower shall be at least BBB or higher by S&P and
Baa2 or higher by Moody's immediately after such merger or consolidation, or in
the case of a merger or consolidation in which the Borrower is not the surviving
entity, the senior secured long-term debt rating of the surviving entity or an
Affiliate thereof shall be at least BBB+ or higher by S&P and Baa1 or higher by
Moody's immediately after such merger or consolidation, or (ii) in the case
where such other person's business does not entirely or primarily consist of an
electric or gas utility



                                       52
<PAGE>   57

business, the assets of such person at the time of such consolidation or merger
do not exceed 10% of the total assets of the Borrower and its Subsidiaries after
giving effect to such merger or consolidation, computed and consolidated in
accordance with GAAP consistently applied, and (d) the Borrower may purchase,
lease or otherwise acquire any or all of the assets of any other person (and may
purchase or otherwise acquire the capital stock of any other person) so long as
(i) the assets being purchased, leased or acquired (or the assets of the person
whose capital stock is being acquired) entirely or primarily consist of electric
or gas utility assets or (ii) in the case where the assets being purchased,
leased or acquired (or the assets of the person whose capital stock is being
acquired) do not entirely or primarily consist of electric or gas utility
assets, the assets being acquired (or the Borrower's proportionate share of the
assets of the person whose capital stock is being acquired) do not exceed 10% of
the total assets of the Borrower and its Subsidiaries, after giving effect to
such acquisition, computed and consolidated in accordance with GAAP consistently
applied.

                SECTION 6.03. Disposition of Assets. Sell, lease, transfer,
assign or otherwise dispose of (in one transaction or in a series of
transactions), in any fiscal year, assets (whether now owned or hereafter
acquired) which, together with the amount of all sales, leases, transfers,
assignments or other dispositions permitted under clause (c)(ii) of the
definition of Subsidiary Event in Article I (other than sales, leases,
transfers, assignments or other dispositions permitted under clauses (c)(ii) (A)
through (C) in such definition), exceed 10% of the assets of the Borrower and
its Subsidiaries as of the end of the most recent fiscal year, computed and
consolidated in accordance with GAAP consistently applied, except (i) the
Borrower may, in any fiscal year, sell, lease, transfer, assign or otherwise
dispose of assets in the ordinary course of business which, together with the
amount of all sales, leases, transfers, assignments or other dispositions in the
ordinary course permitted under clause (c)(ii)(A) of the definition of
Subsidiary Event in Article I, do not exceed 5% of the assets of the Borrower
and its Subsidiaries as of the end of the most recent fiscal year, computed and
consolidated in accordance with GAAP consistently applied, (ii) to the extent
permitted under Section 5.03, 6.01 or Section 6.02, (iii) the Borrower may sell,
lease, transfer, assign or otherwise dispose of its interest in the Washington
Public Power Supply System Nuclear Project No. 3 in accordance with the
settlement agreement among the Borrower, the Washington Public Power Supply
System and



                                       53
<PAGE>   58

Bonneville Power Administration, as the same may be amended, modified or
supplemented from time to time, (iv) the Borrower may sell, lease, transfer,
assign or otherwise dispose of its interests in the Colstrip and Centralia
Projects and related assets and (v) the Borrower may sell, lease, transfer,
assign or otherwise dispose (including by way of capital contribution) of, or
create, incur, assume or permit to exist Liens on, receivables and related
properties or interests therein.


ARTICLE VII.  EVENTS OF DEFAULT

                In case of the happening (and during the continuance) of any of
the following events ("Events of Default"):

                (a) any representation or warranty made or deemed made in or in
        connection with any Loan Document or the borrowings hereunder, or any
        representation, warranty, statement or information contained in any
        report, certificate, financial statement or other instrument furnished
        in connection with or pursuant to any Loan Document, shall prove to have
        been false or misleading in any material respect when so made, deemed
        made or furnished;

                (b) default shall be made in the payment of 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 by
        acceleration thereof or otherwise;

                (c) default shall be made in the payment of any interest on any
        Loan or any Fee or any other amount (other than an amount referred to in
        (b) above) due under any Loan Document, when and as the same shall
        become due and payable, and such default shall continue unremedied for a
        period of five Business Days;

                (d) default shall be made in the due observance or performance
        by the Borrower of any covenant, condition or agreement contained in
        Section 5.01(a) or 5.05 or in Article VI;

                (e) default shall be made in the due observance or performance
        by the Borrower of any covenant, condition or agreement contained in any
        Loan Document (other than those specified in (b), (c) or (d) above) and
        such default shall continue unremedied for a period of



                                       54
<PAGE>   59

        30 days after notice thereof from the Agent or any Bank to the Borrower;

                (f) the Borrower or any Significant Subsidiary shall (i) fail to
        pay any principal or interest, regardless of amount, due in respect of
        any Indebted ness when the aggregate unpaid principal amount is in
        excess of $25,000,000, when and as the same shall become due and payable
        (after expiration of any applicable grace period), or (ii) fail to
        observe or perform any other term, covenant, condition or agreement
        (after expiration of any applicable grace period) contained in any
        agreement or instrument evidencing or governing any such Indebtedness if
        the effect of any failure referred to in this clause (ii) is to cause,
        or to permit the holder or holders of such Indebtedness or a trustee on
        its or their behalf (with or without the giving of notice, the lapse of
        time or both) to cause, such Indebtedness to become due prior to its
        stated maturity; (g) an involuntary proceeding shall be commenced or an
        involuntary petition shall be filed in a court of competent jurisdiction
        seeking (i) relief in respect of the Borrower or any Significant
        Subsidiary, or of a substantial part of the property or assets of the
        Borrower or a Significant Subsidiary, under Title 11 of the United
        States Code, as now constituted or hereafter amended, or any other
        Federal or state bankruptcy, insolvency, receivership or similar law,
        (ii) the appointment of a receiver, trustee, custodian, sequestrator,
        conservator or similar official for the Borrower or any Significant
        Subsidiary or for a substantial part of the property or assets of the
        Borrower or a Significant Subsidiary or (iii) the winding-up or
        liquidation of the Borrower or any Significant Subsidiary; and such
        proceeding or petition shall continue undismissed, or an order or decree
        approving or ordering any of the foregoing shall be entered and continue
        unstayed and in effect, for a period of 60 or more days;

                (h) the Borrower or any Significant Subsidiary shall (i)
        voluntarily commence any proceeding or file any petition seeking relief
        under Title 11 of the United States Code, as now constituted or
        hereafter amended, or any other Federal or state bankruptcy, insolvency,
        receivership or similar law, (ii) consent to the institution of, or fail
        to contest in a timely and appropriate manner, any proceeding or the
        filing of any petition described in (g) above, (iii) apply for or



                                       55
<PAGE>   60

        consent to the appointment of a receiver, trustee, custodian,
        sequestrator, conservator or similar official for the Borrower or any
        Significant Subsidiary or for a substantial part of the property or
        assets of the Borrower or any Significant Subsidiary, (iv) file an
        answer admitting the material allegations of a petition filed against it
        in any such proceeding, (v) make a general assignment for the benefit of
        creditors, (vi) become unable, admit in writing its inability or fail
        generally to pay its debts as they become due or (vii) take any action
        for the purpose of effecting any of the foregoing;

                (i) a final judgment or judgments shall be rendered against the
        Borrower, any Significant Subsidiary or any combination thereof for the
        payment of money with respect to which an aggregate amount in excess of
        $25,000,000 is not covered by insurance and the same shall remain
        undischarged for a period of 30 consecutive days during which execution
        shall not be effectively stayed, or any action shall be legally taken by
        a judgment creditor to levy upon assets or properties of the Borrower or
        any Significant Subsidiary to enforce any such judgment;

                (j) a Reportable Event or Reportable Events, or a failure to
        make a required installment or other payment (within the meaning of
        Section 412(n)(l) of the Code), shall have occurred with respect to any
        Plan or Plans that reasonably could be expected to result in liability
        of the Borrower to the PBGC or to a Plan in an aggregate amount
        exceeding $25,000,000 and, within 30 days after the reporting of any
        such Reportable Event to the Agent or after the receipt by the Agent of
        the statement required pursuant to Section 5.06, the Agent shall have
        notified the Borrower in writing that (i) the Required Banks have made a
        determination that, on the basis of such Reportable Event or Reportable
        Events or the failure to make a required payment, there are reasonable
        grounds (A) for the termination of such Plan or Plans by the PBGC, (B)
        for the appointment by the appropriate United States District Court of a
        trustee to administer such Plan or Plans or (C) for the imposition of a
        lien in favor of a Plan and (ii) as a result thereof an Event of Default
        exists hereunder; or a trustee shall be appointed by a United States
        District Court to administer any such Plan or Plans; or the PBGC shall
        institute proceedings to terminate any Plan or Plans;



                                       56
<PAGE>   61

                (k) there shall occur a Subsidiary Event; or

                (l) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Agent, at the request of the Required Banks,
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times: (i) terminate forthwith the Commitments and (ii)
declare the Loans then outstanding to be forthwith due and payable in whole or
in part, whereupon (A) the Commitments will automatically be terminated and (B)
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities
of the Borrower accrued hereunder and under any other Loan Document, shall
become forthwith due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding; and in any event with respect to the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.


ARTICLE VIII. THE AGENT

                In order to expedite the various transactions contemplated by
this Agreement, Toronto Dominion (Texas), Inc. is hereby appointed to act as
Agent on behalf of the Banks. Each of the Banks hereby irrevocably authorizes
and directs the Agent to take such action on behalf of such Bank under the terms
and provisions of this Agreement, and to exercise such powers hereunder as are
specifically delegated to or required of the Agent by the terms and provisions
hereof, together with such powers as are reasonably incidental thereto. The
Agent is hereby expressly authorized on behalf of the Banks, without hereby
limiting any implied authority, (a) to receive on behalf of each of the Banks
any payment of principal of or interest on the



                                       57
<PAGE>   62

Loans outstanding hereunder and all other amounts accrued hereunder paid to the
Agent, and to distribute to each Bank its proper share of all payments so
received as soon as practicable; (b) to give notice promptly on behalf of each
of the Banks to the Borrower of any event of default specified in this Agreement
of which the Agent has actual knowledge acquired in connection with its agency
hereunder; and (c) to distribute promptly to each Bank copies of all notices,
agreements and other material as provided for in this Agreement as received by
such Agent.

                Neither the Agent nor any of its directors, officers, employees
or agents shall be liable to any Bank as such for any action taken or omitted by
any of them hereunder except for its or his own gross negligence or wilful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower of any of the terms, conditions, covenants or
agreements of this Agreement. The Agent shall not be responsible to the Banks
for the due execution, genuineness, validity, enforceability or effectiveness of
this Agreement or any other instrument to which reference is made herein. The
Agent shall in all cases be fully protected in acting, or refraining from
acting, in accordance with written instructions signed by the Required Banks,
and, except as otherwise specifically provided herein, such instructions and any
action taken or failure to act pursuant thereto shall be binding on all the
Banks. The Agent shall, in the absence of knowledge to the contrary, be entitled
to rely on any paper or document believed by it in good faith to be genuine and
correct and to have been signed or sent by the proper person or persons. Neither
the Agent nor any of its directors, officers, employees or agents shall have any
responsibility to the Borrower on account of the failure or delay in performance
or breach by any Bank of any of its obligations hereunder or to any Bank on
account of the failure of or delay in performance or breach by any other Bank or
the Borrower of any of their respective obligations hereunder or in connection
herewith. The Agent may execute any and all duties hereunder by or through
agents or employees and shall be entitled to advice of legal counsel selected by
it with respect to all matters arising hereunder and shall not be liable for any
action taken or suffered in good faith by it in accordance with the advice of
such counsel.

                The Agent and its affiliates may accept deposits from, lend
money to and generally engage in any kind of



                                       58
<PAGE>   63

business with the Borrower or other affiliate thereof as if it were not the
Agent.

                Each Bank recognizes that applicable laws, rules, regulations or
guidelines of governmental authorities may require the Agent to determine
whether the transactions contemplated hereby should be classified as "highly
lever aged" or assigned any similar or successor classification, and that such
determination may be binding upon the other Banks. Each Bank understands that
any such determination shall be made solely by the Agent based upon such factors
(which may include, without limitation, the Agent's internal policies and
prevailing market practices) as the Agent shall deem relevant and agrees that
the Agent shall have no liability for the consequences of any such
determination.

                Each Bank agrees (i) to reimburse the Agent in the amount of
such Bank's pro rata share (based on its Commitment hereunder) of any expenses
incurred for the benefit of the Banks by the Agent, including reasonable counsel
fees and compensation of agents and employees paid for services rendered on
behalf of the Banks, not reimbursed by the Borrower and (ii) to indemnify and
hold harmless the Agent and any of its directors, officers, employees or agents,
on demand, in the amount of its pro rata share, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against it in its capacity as the Agent or
any of them in any way relating to or arising out of this Agreement or any
action taken or omitted by it or any of them under this Agreement, to the extent
not reimbursed by the Borrower; provided, however, that no Bank shall be liable
to the Agent for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the gross negligence or wilful misconduct of the Agent or any of its
directors, officers, employees or agents.

                Each Bank acknowledges that it has, independently and without
reliance upon the Agent or any other Bank 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 Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other Bank based on
such documents and information as it shall deem appropriate at the time,
continue to make its own decisions in taking or not taking action under or based



                                       59
<PAGE>   64

upon this Agreement, any related agreement or any document furnished hereunder.

                The Agent may execute any of its duties under this Agreement by
or through agents or attorneys selected by them using reasonable care and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys selected and authorized to act by it with reasonable
care unless the damage complained of directly results from an act or failure to
act on part of the Agent which constitutes gross negligence or wilful
misconduct. Delegation to an attorney or agent shall not release the Agent from
its obligation to perform or cause to be performed the delegated duty.

                The Documentation Agent and the Syndication Agent shall not have
any rights, powers, obligations, liabilities, responsibilities or duties under
this Agreement other than those applicable to all Banks as such. Without
limiting the foregoing, none of the Banks identified as "Documentation Agent" or
"Syndication Agent" shall have or be deemed to have any fiduciary relationship
with any Bank. Each Bank acknowledges that it has not relied, and will not rely,
on any of the Banks so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

ARTICLE IX.  MISCELLANEOUS

                SECTION 9.01. Notices. Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed or sent by telecopy, graphic scanning or other
telegraphic communications equipment of the sending party, as follows:

                (a) if to the Borrower, to it at East 1411 Mission Avenue
        (99202), P.O. Box 3727, Spokane, Washington 99220, Attention of the
        Senior Vice President, Chief Financial Officer and Treasurer (Telecopy
        No. 509-482-4879);

                (b) if to the Agent, to it at 909 Fannin, Suite 1700, Houston,
        Texas 77010, Attention of Kimberly Burleson (Telecopy No. 713-951-9921);
        and

                (c) if to a Bank, to it at its address (or telecopy number) set
        forth in Schedule 2.01 or in the Assignment and Acceptance pursuant to
        which such Bank shall have become a party hereto.



                                       60
<PAGE>   65

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 if delivered by hand or overnight courier service or sent by
telecopy or other telegraphic communications equipment of the sender, or on the
date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.

                SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties, including, without limitation, any indemnities
and reimbursement obligations, made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Banks and shall survive the making by the Banks of
the Loans, and the execution and delivery to the Banks of the Notes evidencing
such Loans, regardless of any investigation made by the Banks, or on their
behalf, 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 or any other Loan Document is outstanding and unpaid and so long
as the Commitments have not been terminated.

                SECTION 9.03. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the Agent and
when the Agent shall have received copies hereof which, when taken together,
bear the signatures of each Bank, and thereafter shall be binding upon and inure
to the benefit of the Borrower, the Agent and each Bank and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior consent of
all the Banks.

                SECTION 9.04. Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and permitted assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, the Agent or
the Banks that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and permitted assigns.



                                       61
<PAGE>   66

                (b) Each Bank (including the Agent when acting as a Bank) may
assign to one or more assignees all or a portion of its interests, rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Revolving Credit Commitment and the same portion of the
applicable Loan or Loans at the time owing to it and the applicable Note or
Notes held by it, other than any Auction Loans or Notes held by it, which may,
but need not, be assigned); provided, however, that (i) except in the case of an
assignment to a Bank or an Affiliate of such Bank, the Borrower and the Agent
must give their prior written consent to such assignment (which consent shall
not be unreasonably withheld), (ii) that no assignee of any Bank shall be
entitled to receive any greater payment or protection under Sections 2.12,
2.13(a), 2.14 or 2.18 than such Bank would have been entitled to receive with
respect to the rights assigned or otherwise transferred unless such assignment
or transfer shall have been made at a time when the circumstances giving rise to
such greater payment did not exist, (iii) each such assignment shall be of a
constant, and not a varying, percentage of all the assigning Bank's rights and
obligations under this Agreement, except that this clause (iii) shall not apply
to rights in respect of outstanding Auction Loans, (iv) the amount of the
Commitment of the assigning Bank subject to each such assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Agent) shall not be less than $5,000,000 (or, if less, the
total amount of their Commitments), (v) the parties to each such assignment
shall execute and deliver to the Agent an Assignment and Acceptance, together
with the Note or Notes subject to such assignment and a processing and
recordation fee of $5,000 and (vi) the assignee, if it shall not be a Bank,
shall deliver to the Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five Business Days after the execution thereof, (A) 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
Bank under this Agreement and (B) the assigning Bank 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 or the remaining portion of an assigning Bank's rights
and obligations under this Agreement, such Bank shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.12, 2.14, 2.18
and 9.05, as



                                       62
<PAGE>   67

well as to any Fees accrued for its account and not yet paid).

                (c) By executing and delivering an Assignment and Acceptance,
the assigning Bank thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Bank warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitment, and the outstanding balances of its Loans, in each case without
giving effect to assignments thereof which have not become effective, are as set
forth in such Assignment and Acceptance; (ii) except as set forth in (i) above,
such assigning Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.04 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (v) such assignee will independently and
without reliance upon the Agent, such assigning Bank or any other Bank and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all the obligations which by the
terms of this Agreement are required to be performed by it as a Bank.

                (d) The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it including the recordation of the names and addresses
of the Banks, and the



                                       63
<PAGE>   68

Commitment of, and principal amount of the Loans owing to, each Bank pursuant to
the terms hereof from time to time (the "Register"). The Agent and the Banks may
treat each person whose name is recorded in the Register pursuant to the terms
hereof as a Bank hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.

                (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Bank and an assignee together with the Note
or Notes subject to such assignment, an Administrative Questionnaire completed
in respect of the assignee (unless the assignee shall already be a Bank
hereunder), the processing and recordation fee referred to in paragraph (b)
above and, if required, the written consent of the Borrower and the Agent to
such assignment, the Agent shall (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Banks. Within five Business Days after receipt of notice,
the Borrower, at its own expense, shall execute and deliver to the Agent, in
exchange for the surrendered Note or Notes, a new Note or Notes to the order of
such assignee in a principal amount equal to the applicable Commitment assumed
by it pursuant to such Assignment and Acceptance and, if the assigning Bank has
retained a Commitment, a new Note to the order of such assigning Bank in a
principal amount equal to the applicable Commitment retained by it. Such new
Note or Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Note; such new Notes shall be dated the
date of the surrendered Notes which they replace and shall otherwise be in
substantially the form of Exhibit A hereto. Canceled Notes shall be returned to
the Borrower.

                (f) Each Bank may without the consent of the Borrower or the
Agent sell participations to one or more banks or other entities in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it and the Notes held by it);
provided, however, that (i) such Bank's obligations under this Agreement shall
remain unchanged, (ii) such Bank shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the participating
banks or other entities shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.12, 2.14 and 2.18 to the same extent as if
they were Banks (provided, that the amount of such benefit shall be limited to
the amount in respect of the interest sold to which the seller of such
participation



                                       64
<PAGE>   69

would have been entitled had it not sold such interest) and (iv) the Borrower,
the Agent and the other Banks shall continue to deal solely and directly with
such Bank in connection with such Bank's rights and obligations under this
Agreement, and such Bank shall retain the sole right to enforce the obligations
of the Borrower relating to the Loans and to approve any amendment, modification
or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable hereunder or the amount of
principal of or the rate at which interest is payable on the Loans, extending
any scheduled principal payment date or date fixed for the payment of interest
on the Loans or changing or extending the Commitments).

                (g) Any Bank or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.04, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrower furnished to such Bank
by or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information.

                (h) Notwithstanding anything to the contrary contained herein,
any Bank (a "Granting Bank") may grant to a special purpose funding vehicle (an
"SPC") the option to fund all or any part of any Loan that such Granting Bank
would otherwise be obligated to fund pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to fund any Loan,
and (ii) if an SPC elects not to exercise such option or otherwise fails to fund
all or any part of such Loan, the Granting Bank shall be obligated to fund such
Loan pursuant to the terms hereof. The funding of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Bank to the same extent, and as if,
such Loan were funded by such Granting Bank. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or payment under this Agreement
for which a Bank would otherwise be liable for so long as, and to the extent,
the Granting Bank provides such indemnity or makes such payment. Notwithstanding
anything to the contrary contained in this Agreement, any SPC may disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or



                                       65
<PAGE>   70

provider of any surety or guarantee to such SPC. This paragraph may not be
amended without the prior written consent of each Granting Bank, all or any part
of whose Loan is being funded by an SPC at the time of such amendment.

                (i) Any Bank may at any time assign for security purposes all or
any portion of its rights under this Agreement and the Notes issued to it to a
Federal Reserve Bank; provided that no such assignment shall release a Bank from
any of its obligations hereunder.

                (j) Subject to Section 6.02, the Borrower shall not assign or
delegate any of its rights or duties hereunder.

                SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to
pay all reasonable out-of-pocket expenses incurred by the Agent in connection
with the preparation of this Agreement and the other Loan Documents or in
connection with any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions hereby contemplated shall be
consummated) or incurred by the Agent or any Bank in connection with the
enforcement or protection of their rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or the Notes
issued hereunder, including the fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Agent, and, in connection with any such
amendment, modification or waiver or any such enforcement or protection, the
fees, charges and disbursements of any other internal or external counsel for
the Agent or any Bank. The Borrower further agrees that it shall indemnify the
Banks from and hold them harmless against any documentary taxes, assessments or
charges made by any Governmental Authority by reason of the execution and
delivery of this Agreement or any of the other Loan Documents.

                (b) The Borrower agrees to indemnify the Agent and each Bank and
each of their respective directors, officers, employees and agents (each such
person being called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the execution or delivery of this Agreement or any other
Loan Document or any agreement or instrument contemplated thereby, the
performance by the parties thereto of their respective



                                       66
<PAGE>   71

obligations thereunder or the consummation of the Transactions and the other
transactions contemplated thereby, (ii) the use of the proceeds of the Loans or
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.

                (c) The provisions of this Section 9.05 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Agent or any Bank. All amounts due under this
Section 9.05 shall be payable on written demand therefor.

                SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing and the Loans shall have been accelerated as set
forth in Article VII, each Bank is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Bank (or bank
Controlling such Bank) to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement and other Loan Documents held by such Bank. The rights of
each Bank under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Bank may have. Any Bank shall
provide the Borrower with written notice promptly after exercising its rights
under this Section.

                SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

                SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Agent or any Bank in exercising any power or right 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



                                       67
<PAGE>   72

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 Agent
and the Banks hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies which they would otherwise have. No
waiver of any provision of this Agreement or any other Loan Document or consent
to any departure by the Borrower therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on the Borrower in any case shall entitle
the Borrower to any other or further notice or demand in similar or other
circumstances.

                (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 Borrower and the Required Banks; provided, however,
that no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan, or waive or excuse any such payment or any part
thereof, or decrease the rate of interest on any Loan, without the prior written
consent of each holder of a Note affected thereby, (ii) change or extend the
Commitment or decrease the Commitment Fees of any Bank without the prior written
consent of such Bank, or (iii) amend or modify the provisions of Section 2.15,
the provisions of this Section or the definition of "Required Banks", without
the prior written consent of each Bank; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Agent
hereunder without the prior written consent of the Agent. Each Bank and each
holder of a Note shall be bound by any waiver, amendment or modification
authorized by this Section regardless of whether its Note shall have been marked
to make reference thereto, and any consent by any Bank or holder of a Note
pursuant to this Section shall bind any person subsequently acquiring a Note
from it, whether or not such Note shall have been so marked.

                SECTION 9.09. Interest Rate Limitation. Notwithstanding anything
herein or in the Notes to the contrary, if at any time the applicable interest
rate, together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Bank, shall exceed the



                                       68
<PAGE>   73

maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by such Bank in accordance with applicable law, the
rate of interest payable under the Note held by such Bank, together with all
Charges payable to such Bank, shall be limited to the Maximum Rate.

                SECTION 9.10. Entire Agreement. This Agreement and the other
Loan Documents constitute the entire contract between the parties relative to
the subject matter hereof. Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

                SECTION 9.11. 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 respect of any litigation directly or indirectly arising
out of, under or in connection with this Agreement or any of the other Loan
Documents. 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 and the other Loan Documents, as
applicable, by, among other things, the mutual waivers and certifications in
this Section 9.11.

                SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                SECTION 9.13. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together



                                       69
<PAGE>   74

shall constitute but one contract, and shall become effective as provided in
Section 9.03.

                SECTION 9.14. 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 are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                SECTION 9.15. Jurisdiction; Consent to Service of Process. (a)
The Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, 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 shall affect any right that the Agent
or any Bank may otherwise have to bring any action or proceeding relating to
this Agreement or the other Loan Documents against the Borrower or its
properties in the courts of any jurisdiction.

                (b) The 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 or the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

                (c) 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.



                                       70
<PAGE>   75

               WITNESS the due execution hereof as of the date first above
written.


                                            AVISTA CORPORATION,

                                            by
                                               /s/ Jon E. Eliassen
                                               ---------------------------------
                                               Name: Jon E. Eliassen
                                               Title: Senior Vice President
                                               and Chief Financial Officer


                                            TORONTO DOMINION (TEXAS), INC., as
                                            Agent,

                                            by
                                               /s/ Jeffery R. Lents
                                               ---------------------------------
                                               Name: Jeffery R. Lents
                                               Title: Vice President

                                            THE BANK OF NEW YORK, as
                                            Documentation Agent,

                                            by

                                               /s/ Trisha E. Hardy
                                               ---------------------------------
                                               Name: Trisha E. Hardy
                                               Title: Assistant Treasurer




                                            BANK OF AMERICA NATIONAL TRUST AND
                                            SAVINGS ASSOCIATION, as Syndication
                                            Agent,

                                            by

                                               /s/ Gary M. Tsuyuki
                                               ---------------------------------
                                               Name: Gary M. Tsuyuki
                                               Title: Managing Director

                                            TORONTO DOMINION (TEXAS), INC.,

                                            by




                                       71
<PAGE>   76

                                               /s/ Jeffery R. Lents
                                               ---------------------------------
                                               Name: Jeffery R. Lents
                                               Title: Vice President

                                            THE BANK OF NEW YORK,

                                            by

                                               /s/ Trisha E. Hardy
                                               ---------------------------------
                                               Name: Trisha E. Hardy
                                               Title: Assistant Treasurer

                                            BANK OF AMERICA NATIONAL TRUST AND
                                            SAVINGS ASSOCIATION,

                                            by

                                               /s/ Gary M. Tsuyuki
                                               ---------------------------------
                                               Name: Gary M. Tsuyuki
                                               Title: Managing Director

THE BANK OF NOVA SCOTIA

by
  /s/ Daryl K. Hogge
  ---------------------------------
  Name: Daryl K. Hogge
  Title: Officer

FIRST SECURITY BANK, N.A.,

by
  /s/ Brian W. Cook
  ---------------------------------
  Name: Brian W. Cook
  Title: Vice President

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

by
  /s/ Robert Bottamedi
  ---------------------------------
  Name: Robert Bottamedi
  Title: Vice President

MELLON BANK, N.A.,

by
  /s/ Mark W. Rogers
  ---------------------------------



                                       72
<PAGE>   77

  Name: Mark W. Rogers
  Title: Vice President

U.S. BANK, NATIONAL ASSOCIATION,

by
  /s/ Wilfred C. Jack
  ---------------------------------
  Name: Wilfred C. Jack
  Title: Vice President

WACHOVIA BANK, N.A.,
                                            by

                                               /s/ Jessica S. Wright
                                               ---------------------------------
                                               Name: Jessica S. Wright
                                               Title: Vice President

WELLS FARGO BANK, N.A.,

by
  /s/ Tom Beil
  ---------------------------------
  Name: Tom Beil
  Title: Vice President

                                                                       EXHIBIT A


                                    [FORM OF]


                                      NOTE


$__________________                                               [      ], 1999
New York, New York


FOR VALUE RECEIVED, the undersigned, AVISTA CORPORATION, a Washington
corporation (the "Borrower"), hereby promises to pay to the order of
_______________________ (the "Bank"), at the office of Toronto Dominion (Texas),
Inc., (the "Agent"), at 909 Fanning, Suite 1700, Houston, Texas 77010, (i) on
the last day of each Interest Period, as defined in the $135,000,000 Amended and
Restated Revolving Credit Agreement dated as of June 29, 1999 (the "Credit
Agreement"), among the Borrower, the Banks named therein and the Agent, the
aggregate unpaid principal amount of all Loans (as defined in the Credit



                                       73
<PAGE>   78

Agreement) made to the Borrower by the Bank pursuant to the Credit Agreement to
which such Interest Period applies and (ii) on the Expiration Date (as defined
in the Credit Agreement) the lesser of the principal sum of __________________
Dollars ($______________) and the aggregate unpaid principal amount of all Loans
made to the Borrower by the Bank pursuant to the Credit Agreement, in lawful
money of the United States of America in immediately available funds, and to pay
interest from the date hereof on the principal amount hereof from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and
payable on the dates provided in the Credit Agreement.

                The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at the rate or rates provided in the Credit Agreement.

                The Borrower hereby waives diligence, presentment, demand,
protest and notice of any kind whatsoever. The nonexercise by the holder of any
of its rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

                All borrowings evidenced by this Note and all payments and
prepayments of the principal hereof and interest hereon and the respective dates
and maturity dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof, or otherwise recorded by
such holder in its internal records; provided, however, that the failure of the
holder hereof to make such a notation or any error in such a notation shall not
affect the obligations of the Borrower under this Note.

                This Note is one of the Notes referred to in the Credit
Agreement, which, among other things, contains provisions for the acceleration
of the maturity hereof upon the happening of certain events, for optional and
mandatory prepayment of the principal hereof prior to the maturity hereof and
for the amendment or waiver of certain provisions of the Credit Agreement, all
upon the terms and conditions therein specified. This Note shall be construed in
accordance with and governed by the laws of the State of New York and any
applicable laws of the United States of America.


                                            AVISTA CORPORATION

                                            by



                                       74
<PAGE>   79

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



                                       75
<PAGE>   80

                               Loans and Payments


                                    Payments

<TABLE>
<CAPTION>
               Amount                                                  Unpaid         Name of
                and                                                  Principal         Person
            Type/Class of   Maturity                                 Balance of        Making
  Date         Loan           Date       Principal   Interest           Note          Notation
  ----         ----           ----       ---------   --------           ----          --------
<S>         <C>             <C>          <C>         <C>             <C>              <C>


</TABLE>



                                       76
<PAGE>   81

                                                                       EXHIBIT B


                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE


                Reference is made to the $135,000,000 Amended and Restated
Credit Agreement dated as of June 29, 1999 (as in effect from time to time, the
"Credit Agreement"), among Avista Corporation, a Washington corporation (the
"Borrower"), the banks listed on Schedule 2.01 thereto (the "Banks") and Toronto
Dominion (Texas), Inc., as agent for the Banks (in such capacity, the "Agent").
Terms defined in the Credit Agreement are used herein with the same meanings.

                1. The Assignor hereby sells and assigns, without recourse, to
the Assignee, and the Assignee hereby purchases and assumes, without recourse,
from the Assignor, effective as of the Effective 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 Effective Date and Revolving Loans [and
Auction Loans] owing to the Assignor which are outstanding on the Effective
Date, together with unpaid interest accrued on the assigned Revolving Loans [and
Auction Loans] to the Effective Date, and the amount, if any, set forth on the
reverse hereof of the Fees accrued to the Effective Date for the account of the
Assignor. Each of the Assignor and the Assignee hereby makes and agrees to be
bound by all the representations, warranties and agreements set forth in Section
9.04(c) of the Credit Agreement, a copy of which has been received by each such
party. From and after the Effective 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
interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and under the Loan Documents and (ii) the
Assignor shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.

                2. This Assignment and Acceptance is being delivered to the
Agent together with (i) the Notes evidencing the Loans



                                       77
<PAGE>   82

included in the Assigned Interest, (ii) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in Section
2.18(f) of the Credit Agreement, duly completed and executed by such Assignee,
(iii) if the Assignee is not already a Bank under the Credit Agreement, an
Administrative Questionnaire in the form of Exhibit C to the Credit Agreement
and (iv) a processing and recordation fee of $5,000.

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


Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment (may not be fewer than 5 Business Days after the
Date of Assignment):

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

Revolving Loans:                     $                               %

Auction Loans:                       $                               %

Fees Assigned (if any):              $                               %
</TABLE>



                                       78
<PAGE>   83

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


__________________, as Assignor             TORONTO DOMINION (TEXAS), INC., as
                                            Agent

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

__________________, as Assignee             AVISTA CORPORATION


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



<PAGE>   84

                                                                       EXHIBIT C


                          Administrative Questionnaire



<PAGE>   85

                                                                       EXHIBIT D


                       Opinion of Counsel for the Borrower


                                  SCHEDULE 2.01



                                      Banks

<TABLE>
<CAPTION>
Bank                                                                            Commitment
----                                                                            ----------
<S>                                                                         <C>
Toronto Dominion (Texas), Inc.                                              $18,125,000.00
909 Fanning
Suite 1700
Houston, TX 77010
Attention: Ms. Kimberly Burleson

Telecopy:  (713) 951-9921

    With copies to:

    The Toronto-Dominion Bank U.S.A. Division
    31 West 52nd Street
    New York, NY 10019-6101

    Attention:  Mr. Peter Cody
    Telecopy:  (212) 262-1929

    Bank of America National Trust                                           $2,500.000.00
    and Savings Association
    555 California Street
    41st Floor
    San Francisco, CA 94104

    Attention:  Mr. Lawrence Balingit
    Telecopy:  (415) 622-0632

    The Bank of Nova Scotia                                                 $20,000,000.00
    888 S.W. 5th Avenue
    Suite 750
    Portland, OR 97204-2078

    Attention:  Mr. Scott Bruun
    Telecopy:  (503) 222-5502
</TABLE>



<PAGE>   86

<TABLE>
<CAPTION>
<S>                                                                         <C>
    The Bank of New York                                                    $24,375,000.00
    One Wall Street
    New York, NY 10286
    Attention of:  Ms. Trisha E. Hardy
    Telecopy:  (212) 635-7923

    First Security Bank, N.A.                                               $13,750,000.00
    119 N. 9th Street(83702)
    Boise, ID 83730

    Attention:  Mr. Brian Cook
    Telecopy:  (208) 393-2472

    Morgan Guaranty Trust Company of New York                               $15,000,000.00
    60 Wall Street
    New York, NY 10261

    Attention:  Mr. Robert Bottamedi
    Telecopy:  (212) 648-5018

    Mellon Bank, N.A.                                                        $5,625,000.00
    1 Mellon Bank Center
    Room 151-4530
    Pittsburgh, PA 15258

    Attention:  Mr. Mark Rogers
    Telecopy:  (412) 236-1840

    U.S. Bank                                                                $7,500,000.00
    1420 Fifth Avenue
    11th Floor
    WWH276
    Seattle, WA 98101

    Attention:  Mr. Wilfred Jack
    Telecopy:  (206) 344-3643

    Wachovia Bank, N.A.                                                     $15,625,000.00
    191 Peachtree Street, N.E.
    Atlanta, GA 30303

    Attention:  Ms. Jessica Wright
    Telecopy:  (404) 332-5397

    Wells Fargo Bank, National Association                                  $12,500,000.00
    524 W. Riverside Avenue
    Suite 800
    8th Floor
    Spokane, WA 99210
</TABLE>



<PAGE>   87

Attention:  Mr. Tom Beil
Telecopy:  (509) 455-5762



<PAGE>   88

                                  SCHEDULE 3.14


                            Significant Subsidiaries


<TABLE>
<CAPTION>
      Name                                    Percent Ownership
      ----                                    -----------------
<S>                                           <C>
Avista Capital, Inc.                               100%

Pentzer Corporation                                100%
</TABLE>