<PAGE>   1

                                                                  CONFORMED COPY



                                  $600,000,000


                            364-DAY CREDIT AGREEMENT


                                   dated as of

                                 January 8, 1999

                                      among


                                K N Energy, Inc.,

                            The Banks Listed Herein,

                                       and

                   Morgan Guaranty Trust Company of New York,

                             as Administrative Agent

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

                            The Chase Manhattan Bank
                               NationsBank, N.A.,
                             Co-Documentation Agents

                       The First National Bank of Chicago,
                              Senior Managing Agent

                          J. P. Morgan Securities Inc.,
                                  Lead Arranger

                             Chase Securities, Inc.
                      NationsBanc Montgomery Securities LLC
                                  Co-Arrangers



<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                             PAGE

                                    ARTICLE 1
                                   DEFINITIONS

<S>           <C>                                                                              <C>
SECTION 1.01.  Definitions.......................................................................1    
SECTION 1.02.  Accounting Terms and Determinations..............................................14    
SECTION 1.03.  Types of Borrowings..............................................................14    
                                                                                                      
                                    ARTICLE 2
                                   THE CREDITS
                                                                                                      
                                                                                                      
SECTION 2.01.  Commitments to Lend..............................................................15    
SECTION 2.02.  Notice of Committed Borrowing....................................................15    
SECTION 2.03.  Money Market Borrowings..........................................................16    
SECTION 2.04.  Notice to Banks; Funding of Loans................................................20    
SECTION 2.05.  Notes............................................................................21    
SECTION 2.06.  Maturity of Loans................................................................21    
SECTION 2.07.  Interest Rates...................................................................21    
SECTION 2.08.  Facility Fees....................................................................25    
SECTION 2.09.  Optional Termination or Reduction of Commitments.................................25    
SECTION 2.10.  Scheduled Termination of Commitments.............................................25    
SECTION 2.11.  Optional Prepayments.............................................................25    
SECTION 2.12.  General Provisions as to Payments................................................26    
SECTION 2.13.  Funding Losses...................................................................27    
SECTION 2.14.  Computation of Interest and Fees.................................................27    
SECTION 2.15.  Regulation D Compensation........................................................27    
                                                                                                      
                                     ARTICLE 3                                                        
                                    CONDITIONS                                                        
                                                                                                      
                                                                                                      
SECTION 3.01.  Effectiveness....................................................................28    
SECTION 3.02.  Borrowings.......................................................................29    
                                                                                                      
                                     ARTICLE 4                                                        
                          REPRESENTATIONS AND WARRANTIES                                              
                                                                                                      
                                                                                                      
SECTION 4.01.  Corporate Existence and Power....................................................30    
SECTION 4.02.  Corporate and Governmental Authorization; No Contravention.......................30    
SECTION 4.03.  Binding Effect...................................................................30    
SECTION 4.04.  Financial Information............................................................31    
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<S>            <C>                                                                              <C>    
SECTION 4.05.  Litigation.......................................................................31    
SECTION 4.06.  Compliance with ERISA............................................................31    
SECTION 4.07.  Environmental Matters............................................................32    
SECTION 4.08.  Taxes............................................................................32    
SECTION 4.09.  Subsidiaries.....................................................................32    
SECTION 4.10.  Not an Investment Company........................................................33    
SECTION 4.11.  Full Disclosure..................................................................33    
SECTION 4.12.  Year 2000 Readiness..............................................................33    
                                                                                                      
                                    ARTICLE 5
                                    COVENANTS
                                                                                                      
                                                                                                      
SECTION 5.01.  Information......................................................................34    
SECTION 5.02.  Payment of Obligations...........................................................36    
SECTION 5.03.  Maintenance of Property; Insurance...............................................36    
SECTION 5.04.  Conduct of Business and Maintenance of Existence.................................37    
SECTION 5.05.  Compliance with Laws.............................................................37    
SECTION 5.06.  Inspection of Property, Books and Records........................................38    
SECTION 5.07.  Debt.............................................................................38    
SECTION 5.08.  Minimum Net Worth................................................................38    
SECTION 5.09.  Negative Pledge..................................................................38    
SECTION 5.10.  Consolidations, Mergers and Sales of Assets......................................39    
SECTION 5.11.  Use of Proceeds..................................................................40    
SECTION 5.12.  Transactions with Affiliates.....................................................40    
                                                                                                      
                                    ARTICLE 6
                                    DEFAULTS
                                                                                                      
                                                                                                      
SECTION 6.01.  Events of Default................................................................40    
SECTION 6.02.  Notice of Default................................................................43    
                                                                                                      
                                    ARTICLE 7
                                    THE AGENTS                          
                                                                                                      
                                                                                                      
SECTION 7.01.  Appointment and Authorization....................................................43    
SECTION 7.02.  Administrative Agent and Affiliates..............................................43    
SECTION 7.03.  Action by Administrative Agent...................................................43    
SECTION 7.04.  Consultation with Experts........................................................43    
SECTION 7.05.  Liability of Administrative Agent................................................43    
SECTION 7.06.  Indemnification..................................................................44    
SECTION 7.07.  Credit Decision..................................................................44    
SECTION 7.08.  Successor Administrative Agent...................................................44    
SECTION 7.09.  Agents' Fees.....................................................................45    
SECTION 7.10.  Other Agents.....................................................................45    
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>     <C>                                                                                    <C>    
                                    ARTICLE 8
                            CHANGE IN CIRCUMSTANCES
                                                                                                      
                                                                                                      
SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.........................45    
SECTION 8.02.  Illegality.......................................................................46    
SECTION 8.03.  Increased Cost and Reduced Return................................................46    
SECTION 8.04.  Taxes............................................................................48    
SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans........................50    
SECTION 8.06.  Substitution of Bank.............................................................50    
                                                                                                      
                                    ARTICLE 9
                                 MISCELLANEOUS
                                                                                                      
                                                                                                      
SECTION 9.01.  Notices..........................................................................51    
SECTION 9.02.  No Waivers.......................................................................51    
SECTION 9.03.  Expenses; Indemnification........................................................51    
SECTION 9.04.  Sharing of Set-offs..............................................................52    
SECTION 9.05.  Amendments and Waivers...........................................................52    
SECTION 9.06.  Successors and Assigns...........................................................53    
SECTION 9.07.  Designated Lender................................................................54    
SECTION 9.08.  Collateral.......................................................................56    
SECTION 9.09.  Governing Law; Submission to Jurisdiction........................................56    
SECTION 9.10.  Counterparts; Integration........................................................56    
SECTION 9.11.  WAIVER OF JURY TRIAL.............................................................56    
</TABLE>



                                      iii
<PAGE>   5
PRICING SCHEDULE

EXHIBIT A   -  NOTE

EXHIBIT B   -  MONEY MARKET QUOTE REQUEST

EXHIBIT C   -  INVITATION FOR MONEY MARKET QUOTES

EXHIBIT D   -  MONEY MARKET QUOTE

EXHIBIT E-1 -  OPINION OF KANSAS COUNSEL FOR THE BORROWER

EXHIBIT E-2 -  OPINION OF GENERAL COUNSEL OF THE BORROWER

EXHIBIT F   -  OPINION OF DAVIS POLK & WARDWELL, SPECIAL COUNSEL FOR THE AGENTS

EXHIBIT G   -  ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT H   -  DESIGNATION AGREEMENT


                                       iv
<PAGE>   6

                            364-DAY CREDIT AGREEMENT

         AGREEMENT dated as of January 8, 1999 among K N ENERGY, INC., the BANKS
listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent.

         The parties hereto hereby agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1. Definitions. The following terms, as used herein, have the
following meanings:

         "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

         "Adjusted CD Rate" has the meaning set forth in Section 2.07(b).

         "Administrative Agent" means Morgan Guaranty Trust Company of New York
in its capacity as administrative agent for the Banks under this Agreement, and
its successors in such capacity.

         "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

         "Affiliate" means (i) any Person that directly, or indirectly through
one or more intermediaries, controls the Borrower (a "Controlling Person") or
(ii) any Person (other than the Borrower or a Subsidiary) which is controlled by
or is under common control with a Controlling Person. As used herein, the term
"control" means 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.

         "Agent" means each of the Administrative Agent, the Co-Documentation
Agents and the Senior Managing Agent, and "Agents" means any combination of
them, as the context may require.



<PAGE>   7

         "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

         "Assessment Rate" has the meaning set forth in Section 2.07(b).

         "Assignee" has the meaning set forth in Section 9.06(c).

         "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective
successors.

         "Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day or (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

         "Base Rate Loan" means a Committed Loan to be made by a Bank as a Base
Rate Loan in accordance with the applicable Notice of Committed Borrowing or
pursuant to Article 8.

         "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

         "Borrower" means K N Energy, Inc., a Kansas corporation, and its
successors.

         "Borrower's 1997 Form 10-K" means the Borrower's annual report on Form
10-K for 1997, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.

         "Borrower's Latest Form 10-Q" means the Borrower's quarterly report on
Form 10-Q for the quarter ended September 30, 1998 as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.

         "Borrowing" has the meaning set forth in Section 1.03.

         "CD Base Rate" has the meaning set forth in Section 2.07(b).

         "CD Loan" means a Committed Loan to be made by a Bank as a CD Loan in
accordance with the applicable Notice of Committed Borrowing.





                                       2
<PAGE>   8
         "CD Margin" has the meaning set forth in Section 2.07(b).

         "CD Reference Banks" means Morgan Guaranty Trust Company of New York,
NationsBank, N.A. and The Chase Manhattan Bank.

         "Co-Documentation Agent" means each of The Chase Manhattan Bank and
NationsBank, N.A., in its capacity as a co-documentation agent in respect of
this Agreement, and "Co-Documentation Agents" means all of them.

         "Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages of this Agreement, as such
amount may be reduced from time to time pursuant to Sections 2.09 and 2.10.

         "Committed Loan" means a loan made by a Bank pursuant to Section 2.01.

         "Consolidated Assets" means the total amount of assets appearing on the
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries,
prepared in accordance with generally accepted accounting principles as of the
date of the most recent regularly prepared consolidated financial statements
prior to the taking of any action for the purposes of which the determination is
being made.

         "Consolidated Debt" of any Person means at any date the sum (without
duplication) of (i) the Debt of such Person and its Consolidated Subsidiaries,
determined on a consolidated basis as of such date plus (ii) the excess (if any)
of the Trust Preferred Securities of such Person over 10% of the Consolidated
Total Capitalization of such Person at such date.

         "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus, to the extent deducted in determining Consolidated Net
Income for such period, the aggregate amount of (i) Consolidated Interest
Expense, (ii) income tax expense and (iii) depreciation and amortization
expense.

         "Consolidated Interest Expense" means, for any period, the interest
expense of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis for such period.

         "Consolidated Subsidiary" of any Person means at any date any
Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date.



                                       3
<PAGE>   9
         "Consolidated Net Income" means, for any period, the net income of the
Borrower and its Consolidated Subsidiaries before extraordinary items,
determined on a consolidated basis for such period.

         "Consolidated Net Worth" of any Person means at any date the sum
(without duplication) of (i) the consolidated stockholders' equity of such
Person and its Consolidated Subsidiaries, determined as of such date plus (ii)
the Mandatorily Convertible Preferred Stock of such Person plus (iii) the Trust
Preferred Securities of such Person; provided that the amount of Trust Preferred
Securities added pursuant to this clause (iii) shall not exceed 10% of
Consolidated Total Capitalization of such Person at such date.

         "Consolidated Total Capitalization" of any Person means at any date the
sum of Consolidated Debt of such Person and Consolidated Net Worth of such
Person, each determined as of such date.

         "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable or deferred employee and director
compensation arising in the ordinary course of business, (iv) all obligations of
such Person as lessee which are capitalized in accordance with generally
accepted accounting principles, (v) all non-contingent obligations (and, for
purposes of Section 5.10 and the definitions of Material Debt and Material
Financial Obligations, all contingent obligations) of such Person to reimburse
any bank or other Person in respect of amounts paid under a letter of credit or
similar instrument, (vi) all Debt secured by a Lien on any asset of such Person,
whether or not such Debt is otherwise an obligation of such Person, and (vii)
all Debt of others Guaranteed by such Person.

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

         "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.




                                       4
<PAGE>   10
         "Designated Lender" means with respect to each Designating Bank, each
Eligible Designee designated by such Designating Bank pursuant to Section
9.07(a).

         "Designating Bank" means, with respect to each Designated Lender, the
Bank that designated such Designated Lender pursuant to Section 9.07(a).

         "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close.

         "Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent; provided that any Bank may
so designate separate Domestic Lending Offices for its Base Rate Loans, on the
one hand, and its CD Loans, on the other hand, in which case all references
herein to the Domestic Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

         "Domestic Loans" Means CD Loans or Base Rate Loans or both.

         "Domestic Reserve Percentage" has the meaning set forth in Section
2.07(b).

         "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

         "Eligible Designee" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S & P or P-1 or
the equivalent thereof by Moody's.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
the environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, 




                                       5
<PAGE>   11

storage, disposal, transport or handling of pollutants, contaminants, Hazardous
Substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

         "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

         "Euro-Dollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Administrative Agent.

         "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

         "Euro-Dollar Margin" has the meaning set forth in Section 2.07(c).

         "Euro-Dollar Reference Banks" means the principal London offices of
Morgan Guaranty Trust Company of New York, NationsBank, N.A. and The Chase
Manhattan Bank.

         "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

         "Event of Default" has the meaning set forth in Section 6.01.




                                       6
<PAGE>   12
         "Existing Agreement" means the Amended and Restated 364-Day Credit
Agreement dated as of January 30, 1998, as amended, among the Borrower, the
banks party thereto and Morgan Guaranty Trust Company of New York, as agent for
such banks.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York on such day on such transactions as determined by the Administrative Agent.

         "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any
other manner the obligee of such Debt or other obligation of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in
part), provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

         "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics.

         "Indemnitee" has the meaning set forth in Section 9.03(b).



                                       7
<PAGE>   13
         "Interest Coverage Ratio" means, at any date, the ratio of Consolidated
EBITDA to Consolidated Interest Expense for the period of four consecutive
fiscal quarters most recently ended on or before such date.

         "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;

         (2) with respect to each CD Borrowing, the period commencing on the
date of such Borrowing and ending 30, 60, 90 or 180 days thereafter, as the
Borrower may elect in the applicable Notice of Borrowing; provided that:

                  (a) any Interest Period (other than an Interest Period
         determined pursuant to clause (b) below) which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;

         (3) with respect to each Base Rate Borrowing, the period commencing on
the date of such Borrowing and ending 30 days thereafter; provided that:

                  (a) any Interest Period (other than an Interest Period
         determined pursuant to clause (b) below) which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day; and



                                       8
<PAGE>   14
                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;

         (4) with respect to each Money Market LIBOR Borrowing, the period
commencing on the date of such Borrowing and ending such whole number of months
thereafter (but not more than nine months) as the Borrower may elect in
accordance with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;

         (5) with respect to each Money Market Absolute Rate Borrowing, the
period commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than seven days nor more than 360 days) as the Borrower
may elect in accordance with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

         "Investment" means any investment in any Person, whether by means of
share purchase, capital contribution, loan, time deposit or otherwise.

         "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.




                                       9
<PAGE>   15
         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest, in respect of such asset. For the purposes of this Agreement, the
Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset.

         "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money Market Loans
or any combination of the foregoing.

         "London Interbank Offered Rate" has the meaning set forth in Section
2.07(c).

         "Mandatorily Convertible Preferred Stock" means, with respect to the
Borrower, preferred securities of a Subsidiary which are (i) mandatorily
convertible into common equity securities of the Borrower within approximately
three years of their date of issuance, (ii) issued in conjunction with, and
pledged to secure, an obligation to purchase common equity securities of the
Borrower within approximately three years for an equal amount or (iii) otherwise
structured in a manner satisfactory to the Administrative Agent so as to ensure
the issuance of incremental common equity securities of the Borrower in a
substantially equal amount within approximately three years.

         "Material Debt" means Debt (other than (i) the Notes and (ii) Debt
owing to the Borrower or a Subsidiary) of the Borrower and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal or face amount exceeding $75,000,000.

         "Material Financial Obligations" means a principal or face amount of
Debt (other than (i) the Notes and (ii) Debt owing to the Borrower or a
Subsidiary) and/or payment obligations in respect of Derivatives Obligations of
the Borrower and/or one or more of its Subsidiaries, arising in one or more
related or unrelated transactions, exceeding in the aggregate $125,000,000.

         "Material Subsidiary" means any Subsidiary the consolidated assets of
which constitute 10% or more of Consolidated Assets.

         "Money Market Absolute Rate" has the meaning set forth in Section
2.03(d).



                                       10
<PAGE>   16
         "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

         "Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Administrative Agent; provided that any Bank may from time to time by
notice to the Borrower and the Administrative Agent designate separate Money
Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and
its Money Market Absolute Rate Loans, on the other hand, in which case all
references herein to the Money Market Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

         "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant to
a LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.01(a)).

         "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

         "Money Market Margin" has the meaning set forth in Section 2.03(d).

         "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.

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

         "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

         "Notes" means promissory notes of the Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.

         "Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).

         "Parent" means, with respect to any Bank, any Person controlling such
Bank.



                                       11
<PAGE>   17
         "Participant" has the meaning set forth in Section 9.06(b).

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

         "Purchase Agreement" means the Purchase and Sale Agreement dated as of
January 28, 1994, among K N Gas Supply Services, Inc., the Borrower, Bank of
America National Trust and Savings Association, as the initial Purchaser (as
defined therein), and Bank of America National Trust and Savings Association, as
agent for the Purchasers.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

         "Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

         "Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "Required Banks" means at any time Banks having at least 66 2/3% of
the aggregate amount of the Commitments or, if the Commitments shall have been





                                       12
<PAGE>   18
terminated, holding Notes evidencing at least 66 2/3% of the aggregate unpaid
principal amount of the Loans.

         "Revolving Credit Period" means the period from and including the
Effective Date to but not including the Termination Date.

         "Senior Managing Agent" means The First National Bank of Chicago in its
capacity as a senior managing agent in respect of this Agreement.

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

         "Subsidiary" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

         "Termination Date" means January 6, 2000, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "Trust Preferred Securities" means, with respect to the Borrower,
mandatorily redeemable capital trust securities of trusts which are Subsidiaries
and the subordinated debentures of the Borrower in which the proceeds of the
issuance of such capital trust securities are invested, including, without
limitation, $275,000,000 of such securities outstanding at the Effective Date.

         "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

         "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

         "Wholly-Owned Consolidated Subsidiary" of any Person means any
Consolidated Subsidiary all of the shares of capital stock or other ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by such Person.




                                       13
<PAGE>   19
         SECTION 1.2. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Banks; provided that, if the Borrower notifies the Administrative Agent
that the Borrower wishes to amend any covenant in Article 5 to eliminate the
effect of any change in generally accepted accounting principles on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Banks wish to amend Article 5 for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Banks.

         SECTION 1.3. Types of Borrowings. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement either by reference to the pricing of
Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a Borrowing
comprised of Euro-Dollar Loans) or by reference to the provisions of Article 2
under which participation therein is determined (i.e., a "Committed Borrowing"
is a Borrowing under Section 2.01 in which all Banks participate in proportion
to their Commitments, while a "Money Market Borrowing" is a Borrowing under
Section 2.03 in which the Bank participants are determined on the basis of their
bids in accordance therewith).

                                    ARTICLE 2

                                   THE CREDITS

         SECTION 2.1. Commitments to Lend. During the Revolving Credit Period
each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Borrower pursuant to this Section from time to
time in amounts such that the aggregate principal amount of Committed Loans by





                                       14
<PAGE>   20

such Bank at any one time outstanding shall not exceed the amount of its
Commitment. Each Borrowing under this Section shall be in an aggregate principal
amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such
Borrowing may be in the aggregate amount available in accordance with Section
3.02(c)) and shall be made from the several Banks ratably in proportion to their
respective Commitments. Within the foregoing limits, the Borrower may borrow
under this Section, repay, or to the extent permitted by Section 2.11, prepay
Loans and reborrow at any time during the Revolving Credit Period under this
Section.

         SECTION 2.2. Notice of Committed Borrowing. The Borrower shall give the
Administrative Agent notice (a "Notice of Committed Borrowing") not later than
10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing, (y)
the second Domestic Business Day before each CD Borrowing and (z) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

          (a) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of
a Euro-Dollar Borrowing,

          (b) the aggregate amount of such Borrowing,

          (c) whether the Loans comprising such Borrowing are to be CD Loans,
Base Rate Loans or Euro-Dollar Loans, and

          (d) in the case of a Fixed Rate Borrowing, the duration of the
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period.

         SECTION 2.3. Money Market Borrowings. (a The Money Market Option. In
addition to Committed Borrowings pursuant to Section 2.01, the Borrower may, as
set forth in this Section, request the Banks during the Revolving Credit Period
to make offers to make Money Market Loans to the Borrower. The Banks may, but
shall have no obligation to, make such offers and the Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Section.

           (b Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit B hereto so as to be received not
later than 10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business
Day 




                                       15
<PAGE>   21

prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction
or (y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such other
time or date as the Borrower and the Administrative Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective) specifying:

                   (i   the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                   (ii  the aggregate amount of such Borrowing, which shall be
         $5,000,000 or a larger multiple of $1,000,000,

                   (iii the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                   (iv  whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate.

         The Borrower may request offers to make Money Market Loans for more
than one Interest Period in a single Money Market Quote Request. No Money Market
Quote Request shall be given within five Euro-Dollar Business Days (or such
other number of days as the Borrower and the Administrative Agent may agree) of
any other Money Market Quote Request.

         (c Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Administrative Agent shall send to the Banks by telex
or facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

         (d Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Administrative Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.01 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. 




                                       16
<PAGE>   22

(New York City time) on the proposed date of Borrowing, in the case of an
Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Administrative Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Money Market Quote Request
for the first LIBOR Auction or Absolute Rate Auction for which such change is to
be effective); provided that Money Market Quotes submitted by the Administrative
Agent (or any affiliate of the Administrative Agent) in the capacity of a Bank
may be submitted, and may only be submitted, if the Administrative Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of a LIBOR Auction or (y) 15 minutes prior to the deadline for the
other Banks, in the case of an Absolute Rate Auction. Subject to Articles 3 and
6, any Money Market Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of the Borrower.

                  (ii Each Money Market Quote shall be in substantially the form
         of Exhibit D hereto and shall in any case specify:

                           (A  the proposed date of Borrowing,

                           (B  the principal amount of the Money Market Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than or less than the Commitment of the
                  quoting Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of Money
                  Market Loans for which offers were requested and (z) may be
                  subject to an aggregate limitation as to the principal amount
                  of Money Market Loans for which offers being made by such
                  quoting Bank may be accepted,

                           (C  in the case of a LIBOR Auction, the margin above
                  or below the applicable London Interbank Offered Rate (the
                  "Money Market Margin") offered for each such Money Market
                  Loan, expressed as a percentage (specified to the nearest
                  1/10,000th of 1%) to be added to or subtracted from such base
                  rate,

                           (D  in the case of an Absolute Rate Auction, the rate
                  of interest per annum (specified to the nearest 1/10,000th of
                  1%) (the "Money Market Absolute Rate") offered for each such
                  Money Market Loan, and

                           (E  the identity of the quoting Bank.



                                       17
<PAGE>   23

         A Money Market Quote may set forth up to five separate offers by the
quoting Bank with respect to each Interest Period specified in the related
Invitation for Money Market Quotes.

                 (iii    Any Money Market Quote shall be disregarded if it:

                           (A  is not substantially in conformity with Exhibit D
                  hereto or does not specify all of the information required by
                  subsection (d)(ii);

                           (B  contains qualifying, conditional or similar 
                  language;

                           (C  proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Money Market
                  Quotes; or

                           (D  arrives after the time set forth in subsection
                  (d)(i).

         (e Notice to Borrower. The Administrative Agent shall promptly notify
the Borrower of the terms (x) of any Money Market Quote submitted by a Bank that
is in accordance with subsection (d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of Money
Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

         (f Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify the
Administrative Agent of its acceptance or non-acceptance of the offers so
notified 



                                       18
<PAGE>   24

to it pursuant to subsection (e). In the case of acceptance, such notice (a
"Notice of Money Market Borrowing") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Borrower may accept
any Money Market Quote in whole or in part; provided that:

                   (i the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Money Market Quote Request,

                  (ii the principal amount of each Money Market Borrowing must 
         be $5,000,000 or a larger multiple of $1,000,000,

                 (iii acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be, and

                  (iv the Borrower may not accept any offer that is described in
         subsection (d)(iii) or that otherwise fails to comply with the
         requirements of this Agreement.

         (g Allocation by Administrative Agent. If offers are made by two or
more Banks with the same Money Market Margins or Money Market Absolute Rates, as
the case may be, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period, the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Administrative Agent may
deem appropriate) in proportion to the aggregate principal amounts of such
offers. Determinations by the Administrative Agent of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error.

         SECTION 2.4. Notice to Banks; Funding of Loans. (a Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's share (if any) of such Borrowing and
such Notice of Borrowing shall not thereafter be revocable by the Borrower.

         (b Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01. Unless the
Administrative Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the 




                                       19
<PAGE>   25

Administrative Agent will make the funds so received from the Banks available to
the Borrower at the Administrative Agent's aforesaid address.

         (c If any Bank makes a new Loan hereunder on a day on which the
Borrower is to repay all or any part of an outstanding Loan from such Bank, such
Bank shall apply the proceeds of its new Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by such Bank to the
Administrative Agent as provided in subsection (b) of this Section, or remitted
by the Borrower to the Administrative Agent as provided in Section 2.12, as the
case may be.

         (d Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not make available
to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with
subsections (b) and (c) of this Section 2.04 and the Administrative 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 so made
such share available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount Administrative Agent, at (i) in the case of the Borrower, a rate per
annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan included in such Borrowing for purposes of this Agreement.

         SECTION 2.5. Notes. (a The Loans of each Bank shall be evidenced by a
single Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate unpaid principal amount of
such Bank's Loans.

         (b Each Bank may, by notice to the Borrower and the Administrative
Agent, request that its Loans of a particular type be evidenced by a separate
Note in an amount equal to the aggregate unpaid principal amount of such Loans.
Each such Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the context
may require.



                                       20
<PAGE>   26
         (c Upon receipt of each Bank's Note pursuant to Section 3.01(b), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that the failure of any Bank to make any
such recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.

         SECTION 2.6. Maturity of Loans. Each Loan included in any Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.

         SECTION 2.7. Interest Rates. (a Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the Base Rate
for such day. Such interest shall be payable for each Interest Period on the
last day thereof. Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 2% plus the rate otherwise applicable to Base Rate
Loans for such day.

         (b Each CD Loan shall bear interest on the outstanding principal amount
thereof, for each day during the Interest Period applicable thereto, at a rate
per annum equal to the sum of the CD Margin for such day plus the Adjusted CD
Rate applicable to such Interest Period; provided that if any CD Loan shall, as
a result of clause (2)(b) of the definition of Interest Period, have an Interest
Period of less than 30 days, such CD Loan shall bear interest during such
Interest Period at the rate applicable to Base Rate Loans during such period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than 90 days, at intervals of 90 days
after the first day thereof. Any overdue principal of or interest on any CD Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 2% plus the higher of (i) the sum of the CD Margin for
such day plus the Adjusted CD Rate applicable to the Interest Period for such
Loan and (ii) the rate applicable to Base Rate Loans for such day.

         "CD Margin" means a rate per annum determined in accordance with the
Pricing Schedule.




                                       21
<PAGE>   27

         The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:

                                [ CDBR       ]*
                  ACDR      =   [ ---------- ] + AR
                                [ 1.00 - DRP ]

                  ACDR      =   Adjusted CD Rate
                  CDBR      =   CD Base Rate
                  DRP       =   Domestic Reserve Percentage
                  AR        =   Assessment Rate

         ----------

         *  The amount in brackets being rounded upward, if
         necessary, to the next higher 1/100 of 1%

         The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates
per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of such CD Reference Bank to
which such Interest Period applies and having a maturity comparable to such
Interest Period.

         "Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

         "Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.4(a) (or any successor provision) to the Federal Deposit
Insurance 




                                       22
<PAGE>   28

Corporation (or any successor) for such Corporation's (or such successor's)
insuring time deposits at offices of such institution in the United States. The
Adjusted CD Rate shall be adjusted automatically on and as of the effective date
of any change in the Assessment Rate.

         (c Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

         "Euro-Dollar Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

         The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

         (d Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to the Interest Period for
such Loan and (ii) the sum of 2% plus the Euro-Dollar Margin for such day plus
the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of
1%) by dividing (x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which one day (or, if
such amount due remains unpaid more than three Euro-Dollar Business Days, then
for such other period of time not longer than six months as the Administrative
Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to each of the Euro-Dollar Reference Banks are offered to
such Euro-Dollar Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar
Reserve Percentage (or, if the circumstances described in clause (a) or (b) of
Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the
rate applicable to Base Rate Loans for such day).



                                       23
<PAGE>   29
         (e Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(c) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

         (f The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the participating Banks of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

         (g Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

         SECTION 2.8. Facility Fees. The Borrower shall pay to the
Administrative Agent for the account of the Banks ratably a facility fee at the
Facility Fee Rate (determined daily in accordance with the Pricing Schedule).
Such facility fee shall accrue (i) from and including the Effective Date to but
excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether used or unused) and (ii) from and including the Termination Date or
such earlier date of termination to but excluding the date the Loans shall be
repaid in their entirety, on the daily aggregate outstanding principal amount of
the Loans. Accrued fees under this Section shall be payable quarterly in arrears
on each March 31, June 30, September 30 and December 31 and upon the date of
termination of the Commitments in their entirety (and, if later, the date the
Loans shall be repaid in their entirety).



                                       24
<PAGE>   30
         SECTION 2.9. Optional Termination or Reduction of Commitments. During
the Revolving Credit Period, the Borrower may, upon at least three Domestic
Business Days' notice to the Administrative Agent, (i) terminate the Commitments
at any time, if no Loans are outstanding at such time or (ii) ratably reduce
from time to time by an aggregate amount of $10,000,000 or any larger multiple
of $1,000,000, the aggregate amount of the Commitments in excess of the
aggregate outstanding principal amount of the Loans. Promptly after receiving a
notice pursuant to this subsection, the Administrative Agent shall notify each
Bank of the contents thereof.

         SECTION 2.10. Scheduled Termination of Commitments. The Commitments
shall terminate on the Termination Date, and any Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date.

         SECTION 2.11. Optional Prepayments. (a The Borrower may, upon at least
one Domestic Business Day's notice by 11:00 A.M. (New York City time) to the
Administrative Agent, prepay any Base Rate Borrowing (or any Money Market
Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) in
whole at any time, or from time to time in part in amounts aggregating
$5,000,000 or any larger multiple of $1,000,000, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Base Rate
Loans of the several Banks included in such Borrowing.

           (b Subject to Section 2.13, the Borrower may, upon at least three
Domestic Business Days' notice to the Administrative Agent, prepay any CD
Borrowing or upon at least three Euro-Dollar Business Days' notice to the
Administrative Agent prepay any Euro-Dollar Borrowing, in each case in whole at
any time, or from time to time in part in amounts aggregating $5,000,000 or any
larger multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Each such
optional prepayment shall be applied to prepay ratably the Loans of the several
Banks included in such Borrowing.

           (c Except as provided in Section 2.11(a), the Borrower may not prepay
all or any portion of the principal amount of any Money Market Loan prior to the
maturity thereof.

           (d Upon receipt of a notice of prepayment pursuant to this Section,
the Administrative Agent shall promptly notify each Bank of the contents thereof
and of such Bank's ratable share (if any) of such prepayment and such notice
shall not thereafter be revocable by the Borrower.




                                       25
<PAGE>   31

         SECTION 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, without any set-off or counterclaim, not later than 12:00 Noon (New
York City time) on the date when due, in Federal or other funds immediately
available in New York City, to the Administrative Agent at its address referred
to in Section 9.01. The Administrative Agent will promptly distribute to each
Bank its ratable share of each such payment received by the Administrative Agent
for the account of the Banks. Whenever any payment of principal of, or interest
on, the Domestic Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

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

         SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article 2, 6 or 8 or
otherwise) on any day other than the last day of the Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.07(d), or if the Borrower fails to borrow or prepay any Fixed Rate Loans after
notice has been given to any Bank in accordance with Section 2.04(a) or 2.11(d),
the Borrower shall reimburse each Bank within 15 days after demand for any
resulting 




                                       26
<PAGE>   32

loss or expense incurred by it (or by an existing or prospective Participant in
the related Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or failure to borrow or
prepay, provided that such Bank shall have delivered to the Borrower a
certificate setting forth in reasonable detail the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest error.

         SECTION 2.14. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

         SECTION 2.15. Regulation D Compensation. For so long as any Bank
maintains reserves against "Eurocurrency liabilities" (or any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of such Bank to United
States residents), and as a result the cost to such Bank (or its Euro-Dollar
Lending Office) of making or maintaining its Euro-Dollar Loans is increased,
then such Bank may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional interest on the related
Euro-Dollar Loan of such Bank at a rate per annum up to but not exceeding the
excess of (i) (A) the applicable London Interbank Offered Rate divided by (B)
one minus the Euro-Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate. Any Bank wishing to require payment of such additional
interest (x) shall so notify the Borrower and the Administrative Agent, in which
case such additional interest on the Euro-Dollar Loans of such Bank shall be
payable to such Bank at the place indicated in such notice with respect to each
Interest Period commencing at least three Euro-Dollar Business Days after the
giving of such notice and (y) shall furnish to the Borrower at least five
Euro-Dollar Business Days prior to each date on which interest is payable on the
Euro-Dollar Loans an officer's certificate setting forth the amount to which
such Bank is then entitled under this Section (which shall be consistent with
such Bank's good faith estimate of the level at which the related reserves are
maintained by it). Each such certificate shall be accompanied by such
information as the Borrower may reasonably request as to the computation set
forth therein.




                                       27
<PAGE>   33

                                    ARTICLE 3

                                   CONDITIONS

         SECTION 3.1. Effectiveness. This Agreement shall become effective upon
receipt by the Administrative Agent of the following documents, each dated the
Effective Date unless otherwise indicated:

         (a) counterparts hereof signed by each of the parties hereto (or, in
the case of any party as to which an executed counterpart shall not have been
received, receipt by the Administrative Agent in form satisfactory to it of
telegraphic, telex, facsimile or other written confirmation from such party of
execution of a counterpart hereof by such party);

         (b) a duly executed Note for the account of each Bank dated on or
before the Effective Date complying with the provisions of Section 2.05;

         (c) opinions of Polsinelli, White, Vardeman & Shalton, Kansas counsel
for the Borrower, and Martha B. Wyrsch, General Counsel of the Borrower,
substantially in the respective forms of Exhibits E-1 and E-2 hereto and
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

         (d) an opinion of Davis Polk & Wardwell, special counsel for the
Administrative Agent, substantially in the form of Exhibit F hereto and covering
such additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;

         (e) evidence satisfactory to the Administrative Agent of the payment of
all principal of and interest on any loans outstanding under, and of all fees
accrued under, the Existing Agreement up to but excluding the Effective Date;

         (f) evidence satisfactory to the Administrative Agent that the Borrower
shall have paid or shall concurrently pay all fees then due and payable to the
Administrative Agent for the account of any Agent or Bank, as previously agreed;
and

         (g) all documents the Administrative Agent may reasonably request
relating to the existence of the Borrower, the corporate authority for and the
validity of this Agreement and the Notes, and any other matters relevant hereto,
all in form and substance satisfactory to the Administrative Agent.

         The Administrative Agent shall promptly notify the Borrower and each
Bank of the effectiveness of this Agreement, and such notice shall be conclusive





                                       28
<PAGE>   34

and binding on all parties hereto. The Banks which are parties to the Existing
Agreement, constituting the "Required Banks" under the Existing Agreement, and
the Borrower agree that the Commitments under the Existing Agreement shall
terminate automatically on the Effective Date without need for further action by
any party to the Existing Agreement.

         SECTION 3.2. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

         (a) the fact that the Effective Date shall have occurred on or prior to
January 11, 1999;

         (b) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.02 or 2.03, as the case may be;

         (c) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate amount
of the Commitments;

         (d) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing; and

         (e) the fact that the representations and warranties of the Borrower
contained in this Agreement (except, in the case of a Refunding Borrowing, the
representations and warranties set forth in Sections 4.04(c), 4.05 and 4.07 as
to any matter which has theretofore been disclosed in writing by the Borrower to
the Banks) shall be true on and as of the date of such Borrowing.

         Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts specified
in clauses (c), (d) and (e) of this Section.

                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that:

         SECTION 4.1. Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws 




                                       29
<PAGE>   35

of Kansas, and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

         SECTION 4.2. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official (other
than filings of this Agreement and the Notes with the Securities and Exchange
Commission pursuant to the reporting requirements of the Securities Exchange Act
of 1934) and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the articles of incorporation or by-laws of
the Borrower or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or any of its Subsidiaries or result in the
creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries.

         SECTION 4.3. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms.

         SECTION 4.4. Financial Information. (a) The consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as of December 31, 1997 and
the related consolidated statements of income, cash flows and common
stockholders' equity for the fiscal year then ended, reported on by Arthur
Andersen LLP and set forth in the Borrower's 1997 Form 10-K, a copy of which has
been delivered to each of the Banks, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal year.

         (b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of September 30, 1998 and the related unaudited
consolidated statements of income and cash flows for the nine months then ended,
set forth in the Borrower's Latest Form 10-Q, a copy of which has been delivered
to each of the Banks, fairly present, in conformity with generally accepted
accounting principles applied on a basis consistent with the financial
statements referred to in subsection (a) of this Section, the consolidated
financial position of the Borrower and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and cash flows for such
nine-month period (subject to normal year-end adjustments).




                                       30
<PAGE>   36
         (c) Since September 30, 1998 there has been no material adverse change
in the business, financial position, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.5. Litigation. Except as disclosed in the most recent Annual
Report on Form 10-K delivered by the Borrower to the Banks, there is no action,
suit or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision which would materially
adversely affect the business, consolidated financial position or consolidated
results of operations of the Borrower and its Consolidated Subsidiaries,
considered as a whole, or which in any manner draws into question the validity
of this Agreement or the Notes.

         SECTION 4.6. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA, which waiver, failure or
liability could reasonably be expected to materially adversely affect the
business, consolidated financial position or consolidated results of operations
of the Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.7. Environmental Matters. In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of the Borrower and its
Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties presently or
previously owned, any capital or operating expenditures required to achieve or
maintain compliance with environmental protection standards imposed by law or as
a condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or 




                                       31
<PAGE>   37

change in the nature of operations conducted thereat, any costs or liabilities
in connection with off-site disposal of wastes or Hazardous Substances, and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including the
costs of compliance with Environmental Laws, are unlikely to have a material
adverse effect on the business, financial condition, results of operations or
prospects of the Borrower and its Consolidated Subsidiaries, considered as a
whole.

         SECTION 4.8. Taxes. The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes shown to be due
on such returns or pursuant to any assessment received by the Borrower or any
Subsidiary to the extent that such taxes have become due and before they have
become delinquent, except such taxes as are being contested in good faith by
appropriate proceedings for which adequate reserves have been established in
accordance with generally accepted accounting principles.

         SECTION 4.9. Subsidiaries. Each of the Borrower's corporate Material
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

         SECTION 4.10. Not an Investment Company. The Borrower is not an
"investment company" or controlled by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

         SECTION 4.11. Full Disclosure. All information heretofore furnished by
the Borrower to any Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Borrower to any Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
stated or certified. The Borrower has disclosed to the Banks in writing any and
all facts peculiar to the business of the Company or any of its Subsidiaries
which materially and adversely affect or may affect (to the extent the Borrower
can now reasonably foresee), the business, operations or financial condition of
the Borrower and its Consolidated Subsidiaries, taken as a whole, or the ability
of the Borrower to perform its obligations under this Agreement.

         SECTION 4.12. Year 2000 Readiness. The Borrower has (i) initiated a
review and assessment of all areas within the business and operations of the
Borrower and each of its Subsidiaries (including those areas affected by
suppliers 





                                       32
<PAGE>   38

and vendors) that could be adversely affected by the "Year 2000 Problem"(that
is, the risk that computer applications used by it or any of its subsidiaries
(or their respective suppliers and vendors) may be unable to recognize and
perform properly date-sensitive functions involving certain dates prior to and
any date after December 31, 1999), (ii) developed a plan and timeline for
addressing the Year 2000 Problem on a timely basis and (iii) to date,
implemented such plan in accordance with such timetable. The Borrower reasonably
believes that all mission-critical computer applications that are material to
the business or operations of the Borrower or any of its Subsidiaries will on a
timely basis be able to perform properly date-sensitive functions for all dates
before and from and after January 1, 2000, except to the extent that a failure
to do so could not reasonably be expected to have any material adverse effect on
the business, financial position, results of operations or prospects of the
Borrower and its Subsidiaries taken as a whole.

                                    ARTICLE 5

                                    COVENANTS

         The Borrower agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

         SECTION 5.1. Information. The Borrower will deliver to each of the
Banks:

         (a) as soon as available and in any event within 100 days after the end
of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and
the related consolidated statements of income, cash flows and common
stockholder's equity for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all audited by Arthur
Andersen LLP or other independent public accountants of nationally recognized
standing; provided, however, that delivery pursuant to clause (g) below of
copies of the Annual Report on Form 10-K (without exhibits) of the Borrower for
such fiscal year filed with the Securities and Exchange Commission shall be
deemed to satisfy the requirements of this clause (a);

         (b) as soon as available and in any event within 50 days after the end
of each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income and
cash flows for 




                                       33
<PAGE>   39

such quarter (in the case of such statements of income) and for the portion of
the Borrower's fiscal year ended at the end of such quarter, setting forth in
the case of such income and cash flows in comparative form the figures for the
corresponding quarter (in the case of such statements of income) and the
corresponding portion of the Borrower's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of presentation,
generally accepted accounting principles and consistency by an authorized
financial or accounting officer of the Borrower; provided, however, that
delivery pursuant to clause (g) below of copies of the Quarterly Report on Form
10-Q (without exhibits) of the Borrower for such quarter filed with the
Securities and Exchange Commission shall be deemed to satisfy the requirements
of this clause (b);

         (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of an
authorized financial or accounting officer of the Borrower (i) setting forth in
reasonable detail the calculations required to establish whether the Borrower
was in compliance with the requirements of Section 5.07 and, if applicable,
Sections 5.08 and 5.09 on the date of such financial statements and (ii) stating
whether any Default exists on the date of such certificate and, if any Default
then exists, setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto;

         (d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements (i) whether
anything has come to their attention to cause them to believe that any Default
existed on the date of such statements and (ii) confirming the calculations set
forth in the officer's certificate delivered simultaneously therewith pursuant
to clause (c) above; provided, however, that such accountants shall not be
liable to anyone by reason of their failure to obtain knowledge of any Default
which would not be disclosed in the course of an audit conducted in accordance
with generally accepted auditing standards;

         (e) within five Domestic Business Days after any officer of the
Borrower obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto;

         (f) promptly upon the mailing thereof to the public shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;




                                       34
<PAGE>   40
         (g) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents, in each case without exhibits) which the Borrower shall have filed
with the Securities and Exchange Commission;

         (h) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section 4043
of ERISA) (other than such event as to which the 30-day notice requirement is
waived or which is triggered by the Acquisition) with respect to any Plan which
might constitute grounds for a termination of such Plan under Title IV of ERISA,
or knows that the plan administrator of any Plan has given or is required to
give notice of any such reportable event, a copy of the notice of such
reportable event given or required to be given to the PBGC; (ii) receives notice
of complete or partial withdrawal liability under Title IV of ERISA or notice
that any Multiemployer Plan is in reorganization, is insolvent or has been
terminated, a copy of such notice; (iii) receives notice from the PBGC under
Title IV of ERISA of an intent to terminate, impose liability (other than for
premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to
administer any Plan, a copy of such notice; (iv) applies for a waiver of the
minimum funding standard under Section 412 of the Internal Revenue Code, a copy
of such application; (v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed with
the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
of ERISA, a copy of such notice; or (vii) fails to make any payment or
contribution to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit Arrangement which has
resulted or could result in the imposition of a Lien or the posting of a bond or
other security, a certificate of the chief financial officer or the chief
accounting officer of the Borrower setting forth details as to such occurrence
and action, if any, which the Borrower or applicable member of the ERISA Group
is required or proposes to take; and

         (i) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

         Information required to be delivered pursuant to clauses 5.01(a),
5.01(b), 5.01(f) or 5.01(g) above shall be deemed to have been delivered on the
date on which the Borrower provides notice to the Banks that such information
has been posted on the Borrower's website on the Internet at the website address
listed on the signature pages hereof, at sec.gov/edaux/searches.htm or at
another website identified in such notice and accessible by the Banks without
charge; provided that (i) such notice may be included in a certificate delivered
pursuant to clause 5.01(c) 




                                       35
<PAGE>   41

and (ii) the Borrower shall deliver paper copies of the information referred to
in clauses 5.01(a), 5.01(b), 5.01(f) or 5.01(g) to any Bank which requests such
delivery.

         SECTION 5.2. Payment of Obligations. The Borrower will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities, including,
without limitation, tax liabilities, except where the same may be contested in
good faith by appropriate proceedings, and will maintain, and will cause each
Subsidiary to maintain, in accordance with generally accepted accounting
principles, appropriate reserves for the accrual of any of the same.

         SECTION 5.3. Maintenance of Property; Insurance. (a) The Borrower will
keep, and will cause each Subsidiary to keep, all property useful and necessary
in its business in good working order and condition, ordinary wear and tear
excepted.

         (b) The Borrower will maintain or cause to be maintained with, in the
good faith judgment of the Borrower, financially sound and reputable insurers,
or through self-insurance, insurance with respect to its properties and business
and the properties and businesses of its Subsidiaries against loss or damage of
the kinds customarily insured against by corporations of established reputation
engaged in the same or similar business and similarly situated, of such types
and in such amounts as are customarily carried under similar circumstances by
such other corporations. Such insurance may include self-insurance or be subject
to co-insurance, deductibility or similar clauses which, in effect, result in
self-insurance of certain losses, provided that such self-insurance is in accord
with the approved practices of corporations similarly situated and adequate
insurance reserves are maintained in connection with such self-insurance, and,
notwithstanding the foregoing provisions of this Section 5.03 the Borrower or
any Subsidiary may effect workers' compensation or similar insurance in respect
of operations in any state or other jurisdiction either through an insurance
fund operated by such state or other jurisdiction or by causing to be maintained
a system or systems of self-insurance in accord with applicable laws.

         SECTION 5.4. Conduct of Business and Maintenance of Existence. The
Borrower will continue, and will cause each Material Subsidiary to continue, to
engage in business of the same general type as now conducted by the Borrower and
its Subsidiaries, and will preserve, renew and keep in full force and effect,
and will cause each Subsidiary to preserve, renew and keep in full force and
effect their respective corporate existence and their respective rights,
privileges and franchises necessary or desirable in the normal conduct of
business; provided that nothing in this Section 5.04 shall prohibit (i) the
merger of a Subsidiary into the Borrower or the merger or consolidation of a
Subsidiary with or into another Person if the 




                                       36
<PAGE>   42

corporation surviving such consolidation or merger is a Subsidiary and if, in
each case, after giving effect thereto, no Default shall have occurred and be
continuing, (ii) the sale or other disposition (whether by merger or otherwise)
of the capital stock or assets of any Subsidiary, if such transaction complies
with the provisions of Section 5.10 or (iii) the termination of the corporate
existence of any Subsidiary if the Borrower in good faith determines that such
termination is in the best interest of the Borrower and is not materially
disadvantageous to the Banks.

         SECTION 5.5. Compliance with Laws. The Borrower will comply, and cause
each Subsidiary to comply, in all respects with all applicable laws, ordinances,
rules, regulations, and requirements of governmental authorities (including,
without limitation, Environmental Laws and ERISA and the rules and regulations
thereunder) except (i) where the necessity of compliance therewith is contested
in good faith by appropriate proceedings or (ii) where failure to comply could
not reasonably be expected to materially adversely affect the business,
consolidated financial position or consolidated results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 5.6. Inspection of Property, Books and Records. The Borrower
will keep, and will cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries, as required by generally
accepted accounting principles, shall be made of all dealings and transactions
in relation to its business and activities; and will permit, and will cause each
Subsidiary to permit, representatives of any Bank at such Bank's expense to
visit and inspect any of their respective properties, to examine and make
abstracts from any of their respective books and records (subject to compliance
with confidentiality agreements, copyrights and the like) and to discuss their
respective affairs, finances and accounts with their respective officers,
employees and independent public accountants, all at such reasonable times and
as often as may reasonably be desired.

         SECTION 5.7. Debt. (a) Consolidated Debt of the Borrower will at no
time exceed 74.0% of Consolidated Total Capitalization.

         (b) Total Debt of all Consolidated Subsidiaries (excluding Debt of a
Consolidated Subsidiary of the Borrower to the Borrower or to another
Consolidated Subsidiary of the Borrower) will at no time exceed 10% of
Consolidated Debt of the Borrower.

         (c) Consolidated Debt of each Material Subsidiary will at no time
exceed 65% of the Consolidated Total Capitalization of such Material Subsidiary.




                                       37
<PAGE>   43
         SECTION 5.8. Minimum Net Worth. Consolidated Net Worth will at no time
be less than an amount equal to the sum of (a) $1,236,000,000 plus (b) 50% of
Consolidated Net Income for each fiscal quarter of the Borrower ending after
December 30, 1998 and at or prior to such time (but only if such Consolidated
Net Income for such fiscal quarter is a positive amount).

         SECTION 5.9. Negative Pledge. Neither the Borrower nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:

         (a) any Liens deemed to exist on the date of this Agreement under the
Purchase Agreement;

         (b) Liens on assets of any Person existing at the time such Person
becomes a Subsidiary and not created in contemplation of such event;

         (c) Liens arising in the ordinary course of its business which (i) do
not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in
an amount exceeding $150,000,000 and (iii) do not in the aggregate materially
detract from the value of its assets or materially impair the use thereof in the
operation of its business;

         (d) Liens on cash and cash equivalents securing Derivatives
Obligations, provided that the aggregate amount of cash and cash equivalents
subject to such Liens may at no time exceed $75,000,000;

         (e) statutory or common law Liens of or upon deposits of cash in favor
of banks or other depository institutions; and

         (f) Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt in an aggregate principal or face amount at any date not
to exceed 10% of Consolidated Net Worth of the Borrower.

         SECTION 5.10. Consolidations, Mergers and Sales of Assets. The Borrower
will not (i) consolidate or merge with or into any other Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, all or substantially all of
its assets to any other Person, unless:

               (i) immediately after giving effect to the transaction, no
         Default shall have occurred and be continuing; and

               (ii) except in the case of a merger in which the Borrower is the
         surviving corporation:




                                       38
<PAGE>   44
                           (x) the Person formed by or surviving such
                  transaction, in the case of a consolidation or merger, and the
                  transferee, in the case of a transfer, assumes all obligations
                  of the Borrower hereunder and under the Notes;

                           (y) the Person formed by or surviving such
                  transaction, in the case of a consolidation or merger, and the
                  transferee, in the case of a transfer, is organized under the
                  laws of the United States or any state thereof; and

                           (z) the Borrower has delivered to the Administrative
                  Agent an officer's certificate and opinion of counsel, each
                  stating that such consolidation, merger, or transfer and such
                  assumption comply with the provisions hereof.

No such sale, lease or other transfer of assets shall have the effect of
releasing the Borrower (or any successor that shall have become such in the
manner prescribed in this Section) from its liability under this Agreement and
the Notes.

         SECTION 5.11. Use of Proceeds. The proceeds of the Loans made under
this Agreement will be used by the Borrower for general corporate purposes. None
of such proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any "margin stock"
within the meaning of Regulation U.

         SECTION 5.12. Transactions with Affiliates. The Borrower will not
participate in any material transaction with an affiliate (other than a
Subsidiary) unless such transaction is in the ordinary course of its business
and on terms no less advantageous to the Borrower than could be obtained in such
a transaction with an unaffiliated party.

                                    ARTICLE 6

                                    DEFAULTS

         SECTION 6.1. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

          (a) the Borrower shall fail to pay when due any principal of any Loan
or shall fail to pay within three Domestic Business Days of the due date thereof
any interest on any Loan, any fees or any other amount payable hereunder;




                                       39
<PAGE>   45
         (b) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.07 to 5.12, inclusive;

         (c) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a) or
(b) above) for 10 days after notice thereof has been given to the Borrower by
the Administrative Agent at the request of any Bank;

         (d) any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);

         (e) the Borrower or any Subsidiary shall fail to make any payment in
respect of any Material Financial Obligations when due or within any applicable
grace period; provided, however, that if any such failure is cured by the
Borrower or such Subsidiary or is waived by the requisite percentage of holders
of such Material Financial Obligations entitled to so waive, then the Event of
Default under this Agreement by reason of such failure shall be deemed to have
been cured;

         (f) any event or condition shall occur which results in the
acceleration of the maturity of any Material Debt or enables (or, with the
giving of notice or lapse of time or both, would enable) the holder of such Debt
or any Person acting on such holder's behalf to accelerate the maturity thereof;
provided, however, that if any such acceleration is rescinded, or any such event
or condition is cured by the Borrower or any Subsidiary or is waived by the
requisite percentage of holders of such Material Debt entitled to so waive, then
the Event of Default under this Agreement by reason of such acceleration, event
or condition shall be deemed to have been cured;

         (g) the Borrower or any Material Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;




                                       40
<PAGE>   46

          (h) an involuntary case or other proceeding shall be commenced against
the Borrower or any Material Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Material Subsidiary under
the federal bankruptcy laws as now or hereafter in effect;

         (i) any member of the ERISA Group shall fail to pay when due an amount
which it shall have become liable to pay under Title IV of ERISA; or notice of
intent to terminate a Plan shall be filed under Title IV of ERISA by any member
of the ERISA Group, any plan administrator or any combination of the foregoing;
or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to
impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or to cause a trustee to be appointed to administer any Plan; or a
condition shall exist by reason of which the PBGC would be entitled to obtain a
decree adjudicating that any Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation; and in each of the foregoing instances such condition (i) could
reasonably be expected to materially adversely affect the business, consolidated
financial position or consolidated results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole, and (ii) shall continue for 10
days after notice thereof has been given to the Borrower by the Administrative
Agent at the request of any Bank;

         (j) a judgment or judgments for the payment of money (not paid or fully
covered by insurance or indemnification) in excess of $60,000,000 in the
aggregate shall be rendered against the Borrower or any Material Subsidiary and
such judgment or judgments are not, within 30 days after entry thereof, bonded,
discharged or stayed pending appeal, or are not discharged within 30 days after
the expiration of such stay; or

         (k) any person or group of persons (within the meaning of Section 13 or
14 of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 30% or more of the
outstanding shares of common stock of the Borrower; or, during any period of
twelve consecutive calendar months, individuals who were directors of the





                                       41
<PAGE>   47

Borrower on the first day of such period shall cease to constitute a majority of
the board of directors of the Borrower;

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks holding Notes evidencing more than 50% in
aggregate principal amount of the Loans, by notice to the Borrower declare the
Notes (together with accrued interest thereon) to be, and the Notes shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that in the case of any of the Events of Default specified in
clause (g) or (h) above with respect to the Borrower, without any notice to the
Borrower or any other act by the Administrative Agent or the Banks, the
Commitments shall thereupon terminate and the Notes (together with accrued
interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

         SECTION 6.2. Notice of Default. The Administrative Agent shall give
notice to the Borrower under Section 6.01(c) or 6.01(i) promptly upon being
requested to do so by any Bank and shall thereupon notify all the Banks thereof.

                                    ARTICLE 7

                                   THE AGENTS

         SECTION 7.1. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as are
delegated to the Administrative Agent by the terms hereof or thereof, together
with all such powers as are reasonably incidental thereto.

         SECTION 7.2. Administrative Agent and Affiliates. Morgan Guaranty Trust
Company of New York shall have the same rights and powers under this Agreement
as any other Bank and may exercise or refrain from exercising the same as though
it were not the Administrative Agent, and Morgan Guaranty Trust Company of New
York and its affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Borrower or any Subsidiary or affiliate
of the Borrower as if it were not the Administrative Agent hereunder.




                                       42
<PAGE>   48

         SECTION 7.3. Action by Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default, except as
expressly provided in Article 6.

         SECTION 7.4. Consultation with Experts. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

         SECTION 7.5. Liability of Administrative Agent. Neither the
Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable for any action taken or
not taken by it in connection herewith (i) with the consent or at the request of
the Required Banks or (ii) in the absence of its own gross negligence or willful
misconduct. Neither the Administrative Agent nor any of its affiliates nor any
of their respective directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of the Borrower; (iii) the satisfaction of any condition
specified in Article 3, except receipt of items required to be delivered to the
Administrative Agent; or (iv) the validity, effectiveness or genuineness of this
Agreement, the Notes or any other instrument or writing furnished in connection
herewith. The Administrative Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, telex, facsimile transmission or similar writing)
believed by it to be genuine or to be signed by the proper party or parties.
Without limiting the generality of the foregoing, the use of the term "agent" in
this Agreement with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

         SECTION 7.6. Indemnification. Each Bank shall, ratably in accordance
with its Commitment, indemnify any Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may





                                       43
<PAGE>   49

suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.

         SECTION 7.7. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon any 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 any Agent 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 any action under this Agreement.

         SECTION 7.8. Successor Administrative Agent. The Administrative Agent
may resign at any time by giving notice thereof to the Banks and the Borrower.
Upon any such resignation, the Required Banks shall have the right to appoint a
successor Administrative Agent, with the consent of the Borrower, which shall
not be unreasonably withheld. If no successor Administrative Agent shall have
been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent.

         SECTION 7.9. Agents' Fees. The Borrower shall pay to the Administrative
Agent for the account of the Agents fees in the amounts and at the times
previously agreed upon between the Borrower and the Agents.

         SECTION 7.10. Other Agents. Nothing contained in this Agreement shall
be construed to impose any obligation or duty whatsoever on any of the
Co-Documentation Agents or the Senior Managing Agent, in its capacity as such an
Agent.




                                       44
<PAGE>   50

                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

         SECTION 8.1. Basis for Determining Interest Rate Inadequate or Unfair .
If on or prior to the first day of any Interest Period for any Fixed Rate
Borrowing:

                           (a) the Administrative Agent is advised by the
                Reference Banks that deposits in dollars (in the applicable
                amounts) are not being offered to the Reference Banks in the
                relevant market for such Interest Period, or

                           (b) in the case of a Committed Borrowing, Banks
                having 50% or more of the aggregate amount of the Commitments
                advise the Administrative Agent that the Adjusted CD Rate or the
                London Interbank Offered Rate, as the case may be, as determined
                by the Administrative Agent will not adequately and fairly
                reflect the cost to such Banks of funding their CD Loans or
                Euro-Dollar Loans, as the case may be, for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, the
obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may
be, shall be suspended. Unless the Borrower notifies the Administrative Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing for
which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing,
such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such
Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR
Loans comprising such Borrowing shall bear interest for each day from and
including the first day to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.

         SECTION 8.2. Illegality. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to 




                                       45
<PAGE>   51

make, maintain or fund its Euro-Dollar Loans and such Bank shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies
the Borrower and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans shall be suspended. Before giving any notice to the Administrative Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If such Bank shall determine that it may not lawfully continue to maintain
and fund any of its outstanding Euro-Dollar Loans to maturity and shall so
specify in such notice, the Borrower shall immediately prepay in full the then
outstanding principal amount of each such Euro-Dollar Loan, together with
accrued interest thereon. Concurrently with prepaying each such Euro-Dollar
Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount
from such Bank (on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks), and
such Bank shall make such a Base Rate Loan.

         SECTION 8.3. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify or
deem applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
(i) with respect to any CD Loan any such requirement included in an applicable
Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any
such requirement with respect to which such Bank is entitled to compensation
during the relevant Interest Period under Section 2.15), special deposit,
insurance assessment (excluding, with respect to any CD Loan, any such
requirement reflected in an applicable Assessment Rate) or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the United States market for certificates of
deposit or the London interbank market any other condition affecting its Fixed
Rate Loans, its Note or its obligation to make Fixed Rate Loans and the result
of any of the foregoing is to increase the cost to such Bank (or its Applicable
Lending Office) of making or maintaining any 




                                       46
<PAGE>   52

Fixed Rate Loan, or to reduce the amount of any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or under its
Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction.

         (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency (including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements, the
Commitments hereunder do not constitute commitments with an original maturity of
one year or less), has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days after
demand by such Bank (with a copy to the Administrative Agent), the Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank (or its Parent) for such reduction.

         (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate
of any Bank claiming compensation under this Section and setting forth in
reasonable detail the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error. In determining such
amount, such Bank may use any reasonable averaging and attribution methods.
Notwithstanding the foregoing subsections (a) and (b) of this Section 8.03, the
Borrower shall only be obligated to compensate any Bank for any amount arising
or accruing during (i) any time or period commencing not more than 90 days prior
to the date on which such Bank notifies the Administrative Agent and the
Borrower that it proposes to demand such compensation and identifies to the
Administrative Agent and the Borrower the statute, regulation or other basis
upon which the claimed 




                                       47
<PAGE>   53

compensation is or will be based and (ii) any time or period during which,
because of the retroactive application of such statute, regulation or other such
basis, such Bank did not know that such amount would arise or accrue.

         SECTION 8.4. Taxes. (a) For purposes of this Section 8.04, the
following terms have the following meanings:

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Borrower pursuant to this Agreement or under any Note, and all liabilities with
respect thereto, excluding (i) in the case of each Bank and the Administrative
Agent, taxes imposed on its income, and franchise or similar taxes imposed on
it, by a jurisdiction under the laws of which such Bank or the Administrative
Agent (as the case may be) is organized or in which its principal executive
office is located or, in the case of each Bank, in which its Applicable Lending
Office is located and (ii) in the case of each Bank, any United States
withholding tax imposed on such payments but only to the extent that such Bank
is subject to United States withholding tax at the time such Bank first becomes
a party to this Agreement.

         "Other Taxes" means any present or future stamp or documentary taxes
and any other excise or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or under any Note or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any Note.

         (b) Any and all payments by the Borrower to or for the account of any
Bank or the Administrative Agent hereunder or under any Note shall be made
without deduction for any Taxes or Other Taxes; provided that, if the Borrower
shall be required by law to deduct any Taxes or Other Taxes from any such
payments, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 8.04) such Bank or the Administrative Agent (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law and (iv) the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 9.01, the original or a certified copy of a receipt evidencing
payment thereof.

         (c) The Borrower agrees to indemnify each Bank and the Administrative
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 8.04) paid by such Bank or the Administrative
Agent (as the case may be) and any liability (including penalties, interest and
expenses) 




                                       48
<PAGE>   54

arising therefrom or with respect thereto. This indemnification shall be paid
within 15 days after such Bank or the Administrative Agent (as the case may be)
makes demand therefor.

         (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
Bank is entitled to benefits under an income tax treaty to which the United
States is a party which exempts the Bank from United States withholding tax or
reduces the rate of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

         (e) For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which such form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(b) or (c) with
respect to Taxes imposed by the United States; provided that if a Bank, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower, at such Bank's expense, shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

         (f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will change
the jurisdiction of its Applicable Lending Office if, in the judgment of such
Bank, such change (i) will eliminate or reduce any such additional payment which
may thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.

         SECTION 8.5. Base Rate Loans Substituted for Affected Fixed Rate Loans.
If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Section 8.02 or (ii) any Bank has demanded compensation under
Section 8.03 or 8.04 with respect to its CD Loans or Euro-Dollar Loans and the
Borrower shall, by at least five Euro-Dollar Business Days' prior notice to such
Bank through the Administrative Agent, have elected that the provisions of this
Section shall apply to such Bank, then, unless and until such Bank notifies the





                                       49
<PAGE>   55

Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist:

          (a) all Loans which would otherwise be made by such Bank as CD Loans
or Euro-Dollar Loans, as the case may be, shall be made instead as Base Rate
Loans (on which interest and principal shall be payable contemporaneously with
the related Fixed Rate Loans of the other Banks), and

          (b) after each of its CD Loans or Euro-Dollar Loans, as the case may
be, has been repaid, all payments of principal which would otherwise be applied
to repay such Fixed Rate Loans shall be applied to repay its Base Rate Loans
instead.

         SECTION 8.6. Substitution of Bank. If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any
Bank has demanded compensation under Section 8.03 or 8.04, the Borrower shall
have the right, with the assistance of the Administrative Agent, to seek a
mutually satisfactory substitute bank or banks (which may be one or more of the
Banks) to purchase the Note and assume the Commitment of such Bank.

                                    ARTICLE 9

                                  MISCELLANEOUS

         SECTION 9.1. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of the Borrower or the Administrative Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof, (y) in the case
of any Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Administrative Agent and the Borrower. Each
such notice, request or other communication shall be effective (i) if given by
telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received or (iii) if given by any other means,
when delivered at the address specified in this Section; provided that notices
to the Administrative Agent under Article 2 or Article 8 shall not be effective
until received.

         SECTION 9.2. No Waivers. No failure or delay by the Administrative
Agent or any Bank in exercising any right, power or privilege hereunder or under
any Note shall operate as a waiver thereof nor shall any single or partial
exercise 




                                       50
<PAGE>   56

thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 9.3. Expenses; Indemnification. (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses of the Administrative Agent, including
fees and disbursements of Davis Polk & Wardwell, special counsel for the Agents,
in connection with the preparation and administration of this Agreement, any
waiver or consent hereunder or any amendment hereof or any Default or alleged
Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket
expenses incurred by each Agent and Bank, including (without duplication) the
fees and disbursements of outside counsel and the allocated cost of inside
counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.

         (b) The Borrower agrees to indemnify each Agent and Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened
relating to or arising out of (i) any actual or proposed use of proceeds of
Loans hereunder or (ii) any actual or alleged Default under this Agreement or
any actual or alleged untruth or inaccuracy of any representation or warranty
made by the Borrower in or in connection with this Agreement; provided that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee's own gross negligence or willful misconduct as finally determined by
a court of competent jurisdiction.

         SECTION 9.4. Sharing of Set-offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Note held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due with
respect to any Note held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Notes
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Notes held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness hereunder. The 




                                       51
<PAGE>   57

Borrower agrees, to the fullest extent it may effectively do so under applicable
law, that any holder of a participation in a Note, whether or not acquired
pursuant to the foregoing arrangements, may exercise rights of set-off or
counterclaim and other rights with respect to such participation as fully as if
such holder of a participation were a direct creditor of the Borrower in the
amount of such participation.

         SECTION 9.5. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of any Agent are affected thereby, by such Agent); provided
that no such amendment or waiver shall:

         (a) unless signed by all the Banks, (i) increase or decrease the
Commitment of any Bank (except for a ratable decrease in the Commitments of all
Banks) or subject any Bank to any additional obligation, (ii) reduce the
principal of or rate of interest on any Loan or any fees hereunder, (iii)
postpone the date fixed for any payment of principal of or interest on any Loan
or any fees hereunder or for termination of any Commitment or (iv) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Notes, or the number of Banks, which shall be required for the Banks or any of
them to take any action under this Section or any other provision of this
Agreement; or

         (b) unless signed by a Designated Lender or its Designating Bank,
subject any Designated Lender to any additional obligation hereunder or
otherwise affect its rights hereunder as described in Section 9.07.

         SECTION 9.6. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

         (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Administrative Agent, such Bank shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations under this Agreement. Any
agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower 




                                       52
<PAGE>   58

hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii) or (iii) of Section 9.05(a) without the consent of the Participant. The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article 8 with respect
to its participating interest. An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given effect for purposes of
this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).

         (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to an
initial Commitment of not less than $10,000,000, unless the Administrative Agent
otherwise agrees in writing) of all, of its rights and obligations under this
Agreement and the Notes, and such Assignee shall assume such rights and
obligations, pursuant to an Assignment and Assumption Agreement in substantially
the form of Exhibit G hereto executed by such Assignee and such transferor Bank,
with (and subject to) the subscribed consent of the Borrower, which shall not be
unreasonably withheld, and the Administrative Agent; provided that if an
Assignee is an affiliate of such transferor Bank or was a Bank immediately prior
to such assignment, no such consent shall be required; and provided further that
if at the time an Event of Default shall be continuing, no such consent of the
Borrower shall be required; and provided further that such assignment may, but
need not, include rights of the transferor Bank in respect of outstanding Money
Market Loans. Upon execution and delivery of such instrument and payment by such
Assignee to such transferor Bank of an amount equal to the purchase price agreed
between such transferor Bank and such Assignee, such Assignee shall be a Bank
party to this Agreement and shall have all the rights and obligations of a Bank
with a Commitment as set forth in such instrument of assumption, and the
transferor Bank shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection
(c), the transferor Bank, the Administrative Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to the
Assignee. In connection with any such assignment, the transferor Bank shall pay
to the Administrative Agent an administrative fee for processing such assignment
in the amount of $2,500. If the Assignee is not incorporated under the laws of
the United States of America or a state thereof, it shall deliver to the
Borrower and the Administrative Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in accordance
with Section 8.04.




                                       53
<PAGE>   59
         (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

         (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

         SECTION 9.7. Designated Lender. (a) Subject to the terms and conditions
set forth in this Section 9.07(a), any Bank may from time to time elect to
designate an Eligible Designee to provide all or any part of Loans to be made by
such Bank pursuant to this Agreement, provided the designation of an Eligible
Designee by any Bank for purposes of this Section 9.07(a) shall be subject to
the approval of the Borrower and the Administrative Agent, which consent shall
not be unreasonably withheld. Upon the execution by parties to each such
designation of an agreement substantially in the form of Exhibit H hereto (a
"Designation Agreement") and the acceptance thereof by the Borrower and the
Administrative Agent, the Eligible Designee shall become a Designated Lender for
purposes of this Agreement. The Designating Bank shall thereafter have the right
to permit such Designated Lender to provide all or a portion of the Loans to be
made by such Designating Bank pursuant to Section 2.01 or 2.03, and the making
of such Loans or portion thereof shall satisfy the obligation of the Designating
Bank to the same extent, and as if, such Loan were made by the Designating Bank.
As to any Loan made by it, each Designated Lender shall have all the rights a
Bank making such Loan would have had under this Agreement and otherwise
provided, (x) that all voting rights under this Agreement shall be exercised
solely by the Designating Bank and (y) each Designating Bank shall remain solely
responsible to the other parties hereto for its obligations under this
Agreement, including all obligations of a Bank in respect of Loans made by its
Designated Lender. No additional Note shall be required with regard to Loans
provided by a Designated Lender; provided, however, to the extent any Designated
Lender shall advance funds, the Designating Bank shall be deemed to hold the
Note in its possession as an agent for such Designated Lender to the extent of
the Loan funded by such Designated Lender. Such Designating Bank shall act as
administrative agent for its Designated Lender and give and receive notices and
other communications hereunder. Any payments for the account of any Designated
Lender shall be paid to its Designating Bank as administrative agent for such
Designated Lender and neither the Borrower nor the Administrative Agent shall be
responsible for any Designating Bank's application of any such payments. In
addition, any Designated Lender may (i) with notice to, 




                                       54
<PAGE>   60

but without the prior written consent of the Borrower and the Administrative
Agent, assign all or portions of its interest in any Loans to its Designating
Bank or to any financial institutions consented to by the Borrower and the
Administrative Agent (it being understood that such consent shall not be
unreasonably withheld) providing liquidity and/or credit facilities to or for
the account of such Designated Lender to support the funding or maintenance of
Loans made by such Designated Lender and (ii) subject to advising any such
Person that such information is to be treated as confidential in accordance with
such Person's customary practices for dealing with confidential, non-public
information, disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider
of any guarantee, surety, credit or liquidity enhancement to such Designated
Lender.

         (b) Each party to this Agreement hereby agrees that it shall not
institute against, or join any other person in instituting against, any
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law, for one year and a day after the payment in full of
all outstanding senior indebtedness of any Designated Lender; provided that the
Designating Bank for each Designated Lender hereby agrees to indemnify, save,
and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against such
Designated Lender. This Section 9.07(b) shall survive the termination of this
Agreement.

         SECTION 9.8. Collateral. Each of the Banks represents to each Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

         SECTION 9.9. Governing Law; Submission to Jurisdiction. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York. The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City having subject
matter jurisdiction for purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. The Borrower
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.

         SECTION 9.10. Counterparts; Integration. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same





                                       55
<PAGE>   61

effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

         SECTION 9.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




                                       56
<PAGE>   62

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

                                        K N ENERGY, INC.


                                        By: /s/ Rose M. Robeson 
                                            -----------------------------------
                                            Title: Vice President and Treasurer

                                            370 Van Gordon Street
                                            Lakewood, CO  80228-8304
                                            Attention: Rose Robeson
                                            Facsimile number: 303-763-3155


<PAGE>   63


Commitments:
                                        Administrative Agent

$35,000,000                             MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK


                                        By: /s/ Stacey L. Haimes 
                                            ------------------------------------
                                            Title: Vice President

                                        Co-Documentation Agents

$35,000,000                             THE CHASE MANHATTAN BANK


                                        By: /s/ Peter M. Ling 
                                            ------------------------------------
                                            Title: Vice President

$35,000,000                             NATIONSBANK, N.A.


                                        By: /s/ David C. Rubenking 
                                            ------------------------------------
                                            Title: Senior Vice President

                                        Senior Managing Agent

$35,000,000                             THE FIRST NATIONAL BANK OF CHICAGO


                                        By: /s/ Alan C. Brown 
                                            ------------------------------------
                                            Title: First Vice President

                                        Managing Agents

$30,000,000                             ABN AMRO BANK N.V.


                                        By: /s/ Robert J. Cunningham 
                                            ------------------------------------
                                            Title: Group Vice President

                                        By: /s/ Jamie A. Conn 
                                            ------------------------------------
                                            Title: Vice President


<PAGE>   64


$30,000,000                             CITIBANK, N.A.


                                        By: /s/ Mark Stanfield Packard 
                                            ------------------------------------
                                            Title: Vice President

$30,000,000                             COMMERZBANK AG, LOS ANGELES BRANCH


                                        By: /s/ Christian Jagenberg 
                                            ------------------------------------
                                            Title: Senior Vice President and 
                                                   Manager

                                        By: /s/ Carl Kemmerer 
                                            ------------------------------------
                                            Title: Assistant Treasurer

$30,000,000                             CREDIT LYONNAIS NEW YORK BRANCH


                                        By: /s/ Philippe Soustra 
                                            ------------------------------------
                                            Title: Senior Vice President

$30,000,000                             CREDIT SUISSE FIRST BOSTON


                                        By: /s/ James P. Moran 
                                            ------------------------------------
                                            Title: Director

                                        By: /s/ Douglas E. Maher 
                                            ------------------------------------
                                            Title: Vice President

$30,000,000                             FIRST UNION NATIONAL BANK


                                        By: /s/ Michael J. Kolosowsky 
                                            ------------------------------------
                                            Title: Vice President




<PAGE>   65

$30,000,000                             TORONTO DOMINION (TEXAS), INC.


                                        By: /s/ Alva J. Jones 
                                            ------------------------------------
                                            Title: Vice President

                                        Co-Agents
$27,000,000                             BAYERISCHE HYPO-und VEREINSBANK AG,
                                        LOS ANGELES AGENCY


                                        By: /s/ Jarunee Hanpachern 
                                            ------------------------------------
                                            Title: Assistant Vice President

                                        By: /s/ Pamela J. Gillons
                                            ------------------------------------
                                            Title: Associate Director


$27,000,000                             NORWEST BANK DENVER, N.A.


                                        By: /s/ Thomas M. Foncannon 
                                            ------------------------------------
                                            Title: Senior Vice President


$27,000,000                             THE BANK OF NOVA SCOTIA


                                        By: /s/ Jon Burckin 
                                            ------------------------------------
                                            Title: Relationship Manager


$27,000,000                             U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Charles S. Searle 
                                            ------------------------------------
                                            Title: Senior Vice President

                                        Participants

$21,000,000                             DRESDNER BANK AG, NEW YORK AND
                                             GRAND CAYMAN BRANCHES


                                        By: /s/ Michael E. Higgins 
                                            ------------------------------------
                                            Title: Vice President



<PAGE>   66

                                        By: /s/ Robert Preminger
                                            ------------------------------------
                                            Title: Assistant Treasurer

$21,000,000                             SOCIETE GENERALE, SOUTHWEST AGENCY


                                        By: /s/ Richard A. Erbert 
                                            ------------------------------------
                                            Title: Vice President


$21,000,000                             THE BANK OF NEW YORK


                                        By: /s/ Ian K. Stewart 
                                            ------------------------------------
                                            Title: Senior Vice President


$21,000,000                             THE NORTHERN TRUST COMPANY


                                        By: /s/ John E. Burda 
                                            ------------------------------------
                                            Title: Second Vice President


$21,000,000                             WACHOVIA BANK, N.A.


                                        By: /s/ Michael Sims 
                                            ------------------------------------
                                            Title: Vice President


$21,000,000                             WESTDEUTSCHE LANDESBANK
                                            GIROZENTRALE


                                        By: /s/ Richard J. Pearse 
                                            ------------------------------------
                                            Title: Managing Director

                                        By: /s/ Elisabeth R. Wilds 
                                            ------------------------------------
                                            Title: Associate







<PAGE>   67


$16,000,000                             THE BANK OF TOKYO-MITSUBISHI, LTD.


                                        By: /s/ David L. Denbina, P.E. 
                                            ------------------------------------
                                            Title: Vice President and Manager


Total Commitments

$600,000,000
============



                                        MORGAN GUARANTY TRUST COMPANY
                                            OF NEW YORK, as Administrative Agent

                                        By: /s/ Stacey L. Haimes 
                                            ------------------------------------
                                            Title: Vice President

                                            60 Wall Street
                                            New York, New York  10260-0060
                                            Attention: Stacey L. Haimes
                                            Facsimile number: 212-648-5018


<PAGE>   68

                                PRICING SCHEDULE

         The "Euro-Dollar Margin", "Cd Margin" and "Facility Fee Rate" for any
day are the respective percentages set forth below in the applicable row under
the column corresponding to the Status that exists on such day:

<TABLE>
<CAPTION>
====================================================================================================
                                  Level         Level         Level         Level         Level
           Status                   I             II           III            IV            V
====================================================================================================
<S>                               <C>           <C>           <C>          <C>            <C>  
Euro-Dollar Margin
  Utilization < 25%               0.40%         0.50%         0.70%        0.925%         1.20%
  Utilization > 25%               0.525%        0.625%        0.825%        1.05%        1.325%
              -
====================================================================================================
CD Margin                                                                             
   Utilization < 25%              0.525%        0.625%        0.825%        1.05%        1.325%
   Utilization > 25%              0.65%         0.75%         0.95%        1.175%         1.45%
               -
====================================================================================================
Facility Fee Rate                 0.10%         0.125%        0.175%        0.20%         0.30%
====================================================================================================
</TABLE>

         For purposes of this Schedule, the following terms have the following
meanings:

         "Level I Status" exists at any date if, at such date, the Borrower's
senior unsecured long-term debt is rated BBB+ or higher by S&P and Baa1 or
higher by Moody's.

         "Level II Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB or higher by S&P and
Baa2 or higher by Moody's , the Borrower's commercial paper is rated A2 or
higher by S&P and P2 or higher by Moody's and (ii) Level I Status does not
exist.

         "Level III Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB- or higher by S&P and
Baa3 or higher by Moody's and (ii) neither Level I Status nor Level II Status
exists.

         "Level IV Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BB+ or higher by S&P and Ba1
or higher by Moody's and (ii) none of Level I Status, Level II Status and Level
III Status exists.

         "Level V Status" exists at any date if, at such date, no other Status
exists.

         "Status" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status or Level V Status exists at any
date.



<PAGE>   69

         "Utilization" means, at any date, the percentage equivalent of a
fraction (i) the numerator of which is the aggregate outstanding principal
amount of the Loans at such date and (ii) the denominator of which is the
aggregate amount of the Commitments at such date. If for any reason any Loans
remain outstanding following termination of the Commitments, Utilization shall
be deemed to be in excess of 25%.

         The credit ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities and/or
commercial paper, as the case may be, of the Borrower without third-party credit
enhancement, and any rating assigned to any other debt security of the Borrower
shall be disregarded. The rating in effect at any date is that in effect at the
close of business on such date.



<PAGE>   70

                                                                       EXHIBIT A



                                      NOTE



                                                              New York, New York
                                                                 January 8, 1999

         For value received, K N Energy, Inc., a Kansas corporation (the
"Borrower"), promises to pay to the order of          (the "Bank"), for the
account of its Applicable Lending Office, the unpaid principal amount of each
Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred
to below on the last day of the Interest Period relating to such Loan. The
Borrower promises to pay interest on the unpaid principal amount of each such
Loan on the dates and at the rate or rates provided for in the Credit Agreement.
All such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York.

         All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.



<PAGE>   71

         This note is one of the Notes referred to in the 364-Day Credit
Agreement dated as of January 8, 1999 among the Borrower, the banks listed on
the signature pages thereof and Morgan Guaranty Trust Company of New York, as
Administrative Agent (as the same may be amended from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein with the same
meanings. Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.


                                            K N ENERGY, INC.



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


<PAGE>   72


                                  Note (cont'd)


                         LOANS AND PAYMENTS OF PRINCIPAL


--------------------------------------------------------------------------------
                                       Amount of
         Amount of        Type of      Principal     Maturity    Notation
Date        Loan           Loan         Repaid         Date      Made By
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>   73

                                                                       EXHIBIT B


                       Form of Money Market Quote Request



                                                               [Date]



To:      Morgan Guaranty Trust Company of New York
              (the "Administrative Agent")

From:    K N Energy, Inc.

Re:      364-Day Credit Agreement (the "Credit Agreement") dated as of 
         January 8, 1999 among the Borrower, the Banks listed on the signature
         pages thereof and the Administrative Agent

         We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

         Date of Borrowing:  __________________

         Principal Amount*                     Interest Period**

         $

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

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

         *Amount must be $5,000,000 or a larger multiple of $1,000,000.

         **Not less than one month and not more than nine months (LIBOR Auction)
or not less than seven days and not more than 360 days (Absolute Rate Auction),
subject to the provisions of the definition of Interest Period.
<PAGE>   74

         Terms used herein have the meanings assigned to them in the Credit
Agreement.


                                            K N ENERGY, INC.



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

<PAGE>   75

                                                                       EXHIBIT C


                   Form of Invitation for Money Market Quotes



To:      [Name of Bank]

Re:      Invitation for Money Market Quotes to K N Energy, Inc. (the "Borrower")

         Pursuant to Section 2.03 of the 364-Day Credit Agreement dated as of
January 8, 1999 among the Borrower, the Banks parties thereto and the
undersigned, as Administrative Agent, we are pleased on behalf of the Borrower
to invite you to submit Money Market Quotes to the Borrower for the following
proposed Money Market Borrowing(s):

         Date of Borrowing:  __________________

         Principal Amount                      Interest Period

         $

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Please respond to this invitation by no later than [2:00 P.M.] [9:30
A.M.] (New York City time) on [date].


                                            MORGAN GUARANTY TRUST COMPANY
                                                 OF NEW YORK


                                            By
                                              ---------------------------------
                                                 Authorized Officer


<PAGE>   76

                                                                       EXHIBIT D


                           Form of Money Market Quote


To:      Morgan Guaranty Trust Company of New York, as Administrative Agent

Re:      Money Market Quote to K N Energy, Inc. (the "Borrower")

         In response to your invitation on behalf of the Borrower dated
_____________, 19__, we hereby make the following Money Market Quote on the
following terms:

         1.       Quoting Bank:
                               -----------------------------------

         2.       Person to contact at Quoting Bank:

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

         3.       Date of Borrowing:                     *
                                     --------------------

         4.       We hereby offer to make Money Market Loan(s) in the following
                  principal amounts, for the following Interest Periods and at
                  the following rates:

         Principal          Interest          Money Market








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

         * As specified in the related Invitation.



<PAGE>   77

         Amount**  Period***         [Margin****] [Absolute Rate*****]

         $

         $

         [Provided, that the aggregate principal amount of Money Market Loans
         for which the above offers may be accepted shall not exceed
         $____________.]**

         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the 364-Day Credit
Agreement dated as of January 8, 1999 among the Borrower, the Banks listed on
the signature pages thereof and yourselves, as Administrative Agent, irrevocably
obligates us to make the Money Market Loan(s) for which any offer(s) are
accepted, in whole or in part.

                                            Very truly yours,

                                            [NAME OF BANK]


Dated:                                      By
                                              -----------------------------
                                                 Authorized Officer

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

** Principal amount bid for each Interest Period may not exceed principal amount
requested. Specify aggregate limitation if the sum of the individual offers
exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000
or a larger multiple of $1,000,000.

*** Not less than one month and not more than nine months or not less than seven
days and not more than 360 days, as specified in the related Invitation. No more
than five bids are permitted for each Interest Period.

**** Margin over or under the London Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000th of 1%)
and specify whether "PLUS" or "MINUS".

***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).


<PAGE>   78

                                                                     EXHIBIT E-1


                                   OPINION OF
                         KANSAS COUNSEL FOR THE BORROWER


To the Banks and the Administrative Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

         We have acted as counsel in the State of Kansas for K N Energy, Inc.
(the "Borrower") in connection with the 364-Day Credit Agreement (the "Credit
Agreement") dated as of January 8, 1999 among the Borrower, the banks listed on
the signature pages thereof and Morgan Guaranty Trust Company of New York, as
Administrative Agent. Terms defined in the Credit Agreement are used herein as
therein defined. This opinion is being rendered to you at the request of our
client pursuant to Section 3.01(c) of the Credit Agreement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that:

         1. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of Kansas, and has all corporate powers
required to carry on its business as now conducted.

         2. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official of the
State of Kansas and do not contravene, or constitute a default under, any
provision of applicable law or regulation of the State of Kansas.



<PAGE>   79


         We are members of the Bar of the State of Kansas and the foregoing
opinion is limited to the laws of the State of Kansas.

         This opinion is rendered solely to you and any Assignee or Participant
in connection with the above matter. This opinion may not be relied upon by you
or any Assignee or Participant for any other purpose or relied upon by any other
person without our prior written consent.

                                            Very truly yours,




                                       2
<PAGE>   80

                                                                     EXHIBIT E-2

                                   OPINION OF
                         GENERAL COUNSEL OF THE BORROWER



To the Banks and the Administrative Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

         I am General Counsel of K N Energy, Inc. (the "Borrower"), and I have
represented the Borrower in connection with the 364-Day Credit Agreement (the
"Credit Agreement") dated as of January 8, 1999 among the Borrower, the banks
listed on the signature pages thereof and Morgan Guaranty Trust Company of New
York, as Administrative Agent. Terms defined in the Credit Agreement are used
herein as therein defined. This opinion is being rendered to you at the request
of my client pursuant to Section 3.01(c) of the Credit Agreement.

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

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

         1. The Borrower has all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

         2. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes require no action by or in respect of, or filing
with, any governmental body, agency or official of the State of Colorado or the
United States of America (other than filings of the Credit Agreement and the
Notes with the Securities and Exchange Commission pursuant to the reporting
requirements of the Securities Exchange Act of 1934) and do not contravene, or
constitute a default under, any provision of applicable law or regulation of the
State of Colorado or the United States of America or of the articles of
incorporation or by-laws of the Borrower or of any agreement, judgment,
injunction, order, decree or 



<PAGE>   81

other instrument binding upon the Borrower or any of its Subsidiaries or result
in the creation or imposition of any Lien on any asset of the Borrower or any of
its Subsidiaries.

         3. The Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Note constitutes a valid and binding obligation of the
Borrower, in each case enforceable against the Borrower in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

         4. There is no action, suit or proceeding pending against, or to the
best of my knowledge threatened against or affecting, the Borrower or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, consolidated financial
position or consolidated results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole, or which in any manner draws
into question the validity of the Credit Agreement or the Notes.

         5. Each of the Borrower's corporate Material Subsidiaries is a
corporation validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

         I am a member of the Bar of the State of Colorado and the foregoing
opinion is limited to the laws of the State of Colorado and the federal laws of
the United States of America. Insofar as paragraph 2 above addresses the laws of
other jurisdictions, I have relied upon my familiarity with advice given by
counsel admitted to practice in those jurisdictions, in connection with this and
other transactions. In rendering the opinion in paragraph 3 above, (i) insofar
as such opinion involves matters governed by the laws of the State of Kansas, I
have relied, without independent investigation, upon the opinion of Polsinelli,
White, Vardeman & Shalton, delivered to you pursuant to Section 3.01(c) of the
Credit Agreement and (ii) insofar as such opinion includes matters governed by
the laws of the State of New York, I have assumed such laws are the same as the
laws of the State of Colorado.

         This opinion is rendered solely to you and any Assignee or Participant
in connection with the above matter. This opinion may not be relied upon by you
or any Assignee or Participant for any other purpose or relied upon by any other
person without my prior written consent.


                                            Very truly yours,



                                       2
<PAGE>   82

                                                                       EXHIBIT F

                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                 FOR THE AGENTS



To the Banks and the Administrative Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Dear Sirs:


         We have participated in the preparation of the 364-Day Credit Agreement
(the "Credit Agreement") dated as of January 8, 1999 among K N Energy, Inc., a
Kansas corporation (the "Borrower"), the banks listed on the signature pages
thereof (the "Banks") and Morgan Guaranty Trust Company of New York, as
Administrative Agent (the "Administrative Agent"), and have acted as special
counsel for the Agents for the purpose of rendering this opinion pursuant to
Section 3.01(c) of the Credit Agreement. Terms defined in the Credit Agreement
are used herein as therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Borrower and each
Note constitutes a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. In giving the foregoing opinion, we express no
opinion 



<PAGE>   83

as to the effect (if any) of any law of any jurisdiction (except the State of
New York) in which any Bank is located which limits the rate of interest that
such Bank may charge or collect. Insofar as the foregoing opinion involves
matters governed by the laws of Kansas, we have relied, without independent
investigation, upon the opinion of Polsinelli, White, Vardeman & Shalton,
delivered to you pursuant to Section 3.01(c) of the Credit Agreement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.



                                            Very truly yours,



                                       2
<PAGE>   84
                                                                       EXHIBIT G

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), K N ENERGY, INC. (the "Borrower") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the 364-Day Credit Agreement dated as of January 8, 1999 among the
Borrower, the Assignor and the other Banks party thereto, as Banks, and the
Administrative Agent (the "Credit Agreement");

         WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate principal amount at any
time outstanding not to exceed $__________;

         WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof; and

         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"),
together with a corresponding portion of its outstanding Committed Loans, and
the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.

         SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the 



<PAGE>   85

Assignor of the corresponding portion of the principal amount of the Committed
Loans made by the Assignor outstanding at the date hereof. Upon the execution
and delivery hereof by the Assignor, the Assignee[, the Borrower and the
Administrative Agent] and the payment of the amounts specified in Section 3
required to be paid on the date hereof (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Credit Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date
hereof, be reduced by a like amount and the Assignor released from its
obligations under the Credit Agreement to the extent such obligations have been
assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor.

         SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* [It is
understood that commitment and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees accruing from and including the
date hereof are for the account of the Assignee.] Each of the Assignor and the
Assignee hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party's interest
therein and shall promptly pay the same to such other party.



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

              *Amount should combine principal together with accrued interest
and breakage compensation, if any, to be paid by the Assignee, net of any
portion of any upfront fee to be paid by the Assignor to the Assignee. It may be
preferable in an appropriate case to specify these amounts generically or by
formula rather than as a fixed sum.


                                       2
<PAGE>   86

         SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent pursuant to Section 9.06(c) of the Credit Agreement. The execution of this
Agreement by the Borrower and the Administrative Agent is evidence of this
consent. Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver
a Note payable to the order of the Assignee to evidence the assignment and
assumption provided for herein.

         SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower.

         SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

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


                                            [ASSIGNOR]


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



                                            [ASSIGNEE]


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


                                       3
<PAGE>   87

                                            K N ENERGY, INC.


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


                                            MORGAN GUARANTY TRUST COMPANY
                                                 OF NEW YORK, as Administrative
                                                 Agent 
          

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



                                       4
<PAGE>   88

                                                                       EXHIBIT H

                              DESIGNATION AGREEMENT

                                Dated _____, 19__

         Reference is made to the $600,000,000 364-Day Credit Agreement dated as
of January 8, 1999 ([as amended or otherwise modified from time] to time, the
"Credit Agreement") among K N Energy, Inc., a Kansas corporation (the
"Borrower"), the banks listed on the signature pages thereof (the "Banks") and
Morgan Guaranty Trust Company of New York, as Administrative Agent.
Terms defined in the Credit Agreement are used herein as therein defined.

         _______ (the "Designator"), _______ (the "Designee"), and the Borrower,
agree as follows:

         1. The Designator hereby designates the Designee, and the Designee
hereby accepts such designation, as its Designated Lender under the Credit
Agreement.

         2. The Designator makes no representations or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto.

         3. The Designee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Article 5 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Designation Agreement; (ii) agrees that it will, independently and without
reliance upon the Agents, the Designator 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 any action it may be
permitted to take under the Credit Agreement; (iii) confirms that it is an
Eligible Designee; (iv) appoints and authorizes the Designator as its
administrative agent and attorney-in-fact and grants the Designator an
irrevocable power of attorney to receive payments made for the benefit of the
Designee under the Credit Agreement and to deliver and receive all
communications and notices under the Credit Agreement, if any, that Designee is
obligated to deliver or has the right to receive thereunder; (v) acknowledges
that it is subject to and bound by the confidentiality provisions of the Credit
Agreement (except as permitted under Section 9.07(a) thereof); and (vi)
acknowledges that the Designator retains the sole right and responsibility to
vote under the Credit Agreement, including, without limitation, the right to
approve any



<PAGE>   89

amendment, modification or waiver of any provision of the Credit Agreement, and
agrees that the Designee shall be bound by all such votes, approvals,
amendments, modifications and waivers and all other agreements of the Designator
pursuant to or in connection with the Credit Agreement, all subject to Section
9.05(b) of the Credit Agreement.

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

         5. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date (a) the Designee shall have the right to make Loans as a
Bank pursuant to Section 2.01 or 2.03 of the Credit Agreement and the rights of
a Bank related thereto and (b) the making of any such Loans by the Designee
shall satisfy the obligations of the Designator under the Credit Agreement to
the same extent, and as if, such Loans were made by the Designator.

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

         IN WITNESS WHEREOF, the parties have caused this Designation Agreement
to be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date*:                                                   ______ , ____

                                                 [NAME OF DESIGNATOR]


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



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

         *This date should be no earlier than the date of acceptance by the
Administrative Agent.



                                       2
<PAGE>   90


                                                 [NAME OF DESIGNEE]


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



                                                 K N ENERGY, INC.


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

Accepted and Approved this
__ day of _____, ____

MORGAN GUARANTY TRUST COMPANY
       OF NEW YORK, as Administrative
       Agent


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


                                       3