<PAGE>   1
                                                                   EXHIBIT 99-32


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

                                U.S. $400,000,000

                           THIRD AMENDED AND RESTATED

                                CREDIT AGREEMENT

                          Dated as of January 18, 2000

                                      Among

                            DTE CAPITAL CORPORATION,

                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders

                                       and

                                 CITIBANK, N.A.,

                                    as Agent

                                       and

                               ABN AMRO BANK N.V.,
                                 BANK ONE N.A.,
                               BARCLAYS BANK PLC,
           BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH,
                                 COMERICA BANK,

                                       and

                          DEN DANSKE BANK AKTIESELSKAB

                                  as Co-Agents

                           SALOMON SMITH BARNEY INC.,

                                   as Arranger
================================================================================


<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE

                                                      ARTICLE I
                                           DEFINITIONS AND ACCOUNTING TERMS

<S>                    <C>                                                                                   <C>
         SECTION 1.01.  Certain Defined Terms.....................................................................1
         SECTION 1.02.  Computation of Time Periods..............................................................16
         SECTION 1.03.  Accounting Terms.........................................................................16


                                                      ARTICLE II
                                          AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01.  The Revolving Credit Advances............................................................17
         SECTION 2.02.  Making the Revolving Credit Advances.....................................................17
         SECTION 2.03.  The Competitive Bid Advances.............................................................19
         SECTION 2.04.  Fees.....................................................................................22
         SECTION 2.05.  Termination or Reduction of the Commitments..............................................23
         SECTION 2.06.  Repayment of Revolving Credit Advances; Term Loan
                                 Election........................................................................23
         SECTION 2.07.  Interest on Revolving Credit Advances....................................................23
         SECTION 2.08.  Interest Rate Determination..............................................................24
         SECTION 2.09.  Optional Conversion of Revolving Credit Advances.........................................25
         SECTION 2.10.  Prepayments of Revolving Credit Advances.................................................26
         SECTION 2.11.  Increased Costs..........................................................................26
         SECTION 2.12.  Illegality...............................................................................27
         SECTION 2.13.  Payments and Computations................................................................27
         SECTION 2.14.  Taxes....................................................................................28
         SECTION 2.15.  Sharing of Payments, Etc.................................................................30
         SECTION 2.16.  Extensions of Revolver Termination Date..................................................31
         SECTION 2.17.  Use of Proceeds..........................................................................32


                                                      ARTICLE III
                                       CONDITIONS TO EFFECTIVENESS AND LENDING

         SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01
                                 and 2.03........................................................................32
         SECTION 3.02.  Conditions Precedent to Each Revolving Credit
                                 Borrowing.......................................................................35
         SECTION 3.03.  Conditions Precedent to Each Competitive Bid
                                 Borrowing.......................................................................35
         SECTION 3.04.  Determinations Under Section 3.01........................................................36

</TABLE>

<PAGE>   3

<TABLE>
<CAPTION>
                                                      ARTICLE IV
                                            REPRESENTATIONS AND WARRANTIES
                                                                                                               PAGE
<S>                    <C>                                                                                   <C>
         SECTION 4.01.  Representations and Warranties of the Borrower...........................................36

                                                      ARTICLE V
                                              COVENANTS OF THE BORROWER

         SECTION 5.01.  Affirmative Covenants....................................................................39
         SECTION 5.02.  Negative Covenants.......................................................................41

                                                      ARTICLE VI
                                                  EVENTS OF DEFAULT

         SECTION 6.01.  Events of Default........................................................................44

                                                     ARTICLE VII
                                                      THE AGENT

         SECTION 7.01.  Authorization and Action.................................................................47
         SECTION 7.02.  Agent's Reliance, Etc....................................................................47
         SECTION 7.03.  Citibank and Affiliates..................................................................47
         SECTION 7.04.  Lender Credit Decision...................................................................48
         SECTION 7.05.  Indemnification..........................................................................48
         SECTION 7.06.  Successor Agent..........................................................................48

                                                     ARTICLE VIII
                                                    MISCELLANEOUS

         SECTION 8.01.  Amendments, Etc..........................................................................49
         SECTION 8.02.  Notices, Etc.............................................................................49
         SECTION 8.03.  No Waiver; Remedies......................................................................50
         SECTION 8.04.  Costs and Expenses.......................................................................50
         SECTION 8.05.  Right of Set-off.........................................................................51
         SECTION 8.06.  Binding Effect...........................................................................51
         SECTION 8.07.  Assignments, Designations and Participations.............................................52
         SECTION 8.08.  Confidentiality..........................................................................55
         SECTION 8.09.  Governing Law............................................................................55
         SECTION 8.10.  Execution in Counterparts................................................................55
         SECTION 8.11.  Jurisdiction, Etc........................................................................56
         SECTION 8.12.  Effective Date...........................................................................56
         SECTION 8.13.  Waiver of Jury Trial.....................................................................56

</TABLE>
<PAGE>   4

                                      iii




  Schedules
  ---------

  Schedule I       -  List of Applicable Lending Offices

  Schedule 5.02(a)  - Existing Liens




  Exhibits
  --------

  Exhibit A-1       -  Form of Revolving Credit Note

  Exhibit A-2       -  Form of Competitive Bid Note

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

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

  Exhibit C         -  Form of Assignment and Acceptance

  Exhibit D         -  Form of Designation Agreement

  Exhibit E        -   Form of Certificate by DTE Energy Company

  Exhibit F        -   Form of Opinion of Counsel to the Loan Parties

  Exhibit G        -   Form of Assignment and Assumption Agreement

  Exhibit H        -   Form of Guaranty

<PAGE>   5


                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of
January 18, 2000 among DTE CAPITAL CORPORATION, a Michigan corporation (the
"Borrower") which is wholly owned by DTE Energy Company, a Michigan corporation
(the "Parent"), the banks, financial institutions and other institutional
lenders (the "Initial Lenders") listed on the signature pages hereof, and
CITIBANK, N.A. ("Citibank"), as agent (the "Agent") and ABN AMRO BANK N.V., BANK
ONE N.A., BARCLAYS BANK PLC, BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS
BRANCH, COMERICA BANK and DEN DANSKE BANK AKTIESELSKAB, as co-agents, for the
Lenders (as hereinafter defined).


                  PRELIMINARY STATEMENTS.

                  (1) The Borrower has entered into a Second Amended and
Restated Credit Agreement dated as of January 19, 1999, (the "Existing Credit
Agreement") with the Agent and certain lenders, financial institutions and other
institutional lenders named therein or a party thereto immediately prior to the
effectiveness of this Agreement (collectively, the "Existing Lenders").

                  (2) The Borrower has requested that the Initial Lenders enter
into this Agreement to amend and restate the Existing Credit Agreement as set
forth herein. The Initial Lenders have indicated their willingness to amend and
restate the Existing Credit Agreement upon the terms and conditions stated
herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto hereby
agree that, subject to the satisfaction of the conditions set forth in Article
III, the Existing Credit Agreement is amended and restated in its entirety to
read as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "1998 Audited Statements" means the Consolidated balance
         sheets of the Parent and DECO and, after the Merger Date, MCN and
         MichCon as at December 31, 1998, and the related Consolidated
         statements of income and cash flows of such Person for the fiscal year
         then ended, accompanied by the opinion of such Person's independent
         public accountants.

                  "1999 Interim Statements" means the Consolidated balance
         sheets of the Parent and DECO and, after the Merger Date, MCN and
         MichCon as at September 30, 1999,

<PAGE>   6


                                       2

and the related Consolidated statements of income and cash flows of the such
Person for the nine months then ended, duly certified by a Financial Officer of
such Person.

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

     "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 5% or more of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

     "Agent's Account" means the account of the Agent maintained by the Agent at
Citibank with its office at Two Penns Way, Suite 200, New Castle, Delaware,
19720, Account No. 36852248, Attention: Christian Laughton.

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

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


<TABLE>
<CAPTION>
================================== ============================ =================================
<S>                                <C>                          <C>
Public Debt Rating                     Applicable Margin for           Applicable Margin for
   S&P/Moody's                          Base Rate Advances           Eurodollar Rate Advances
---------------------------------- ---------------------------- ---------------------------------

Level 1                                          0%                          .400%
-------
A- / A3 or above
---------------------------------- ---------------------------- ---------------------------------

Level 2                                          0%                          .500%
-------
Lower than Level 1, but at least
BBB+ / Baal or above
---------------------------------- ---------------------------- ---------------------------------

Level 3                                          0%                          .600%
-------
Lower than Level 2, but at least
BBB / Baa2 or above
---------------------------------- ---------------------------- ---------------------------------

Level 4                                          0%                          .800%
-------
Lower than Level 3, but at least
BBB- / Baa3 or above
---------------------------------- ---------------------------- ---------------------------------

Level 5                                          0%                         1.600%
-------
Lower than Level 4, or
no Public Debt Rating in Effect
---------------------------------- ---------------------------- ---------------------------------
</TABLE>

At any time more than 50% of the Commitments are utilized, the Applicable Margin
will

<PAGE>   7


                                       3


increase by (i) .125% at Levels 1, 2 and 3, (ii) .250% at Level 4, and (iii)
 .500% at Level 5.

     "Applicable Percentage" means, as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date as set
forth below:


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

            Public Debt Rating                          Applicable
               S&P/Moody's                              Percentage
------------------------------------------ -------------------------------------

 Level 1
 -------
 A- / A3 or above                                         .100%
------------------------------------------ -------------------------------------

 Level 2
 -------
 Lower than Level 1, but at least BBB+ /
 Baa1 or above                                            .125%
------------------------------------------ -------------------------------------

 Level 3
 -------
 Lower than Level 2, but at least
 BBB / Baa2 or above                                      .150%
------------------------------------------ -------------------------------------

 Level 4
 -------
 Lower than Level 3, but at least BBB- /
 Baa3 or above                                            .200%
------------------------------------------ -------------------------------------

 Level 5
 -------
 Lower than Level 4, or
 no Public Debt Rating in Effect                          .400%
========================================== =====================================


     "Assigned Rights" means the rights of the Borrower under Sections 1, 2, 3
and 4 of the Support Agreement and all other rights that are intended to secure
the obligations of the Borrower under this Agreement.

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

     "Assignment and Assumption Agreement" means the assignment and assumption
agreement, entered into by the Borrower and the Parent, and accepted by the
Agent, in accordance with Sections 2.18, 5.02(b) or 8.06, in substantially the
form of Exhibit G hereto, or such other agreement in form and substance
satisfactory to the Agent and the Lenders, by which the Parent assumes all of
the Borrower's obligations under this Agreement.

     "Base Rate" means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to the highest of:

<PAGE>   8

                                        4

                         (a) the rate of interest announced publicly by Citibank
                    in New York, New York, from time to time, as Citibank's base
                    rate;

                         (b) the sum (adjusted to the nearest 1/16 of 1% or, if
                    there is no nearest 1/16 of 1%, to the next higher 1/16 of
                    1%) of (i) 1/2 of 1% per annum, plus (ii) the rate obtained
                    by dividing (A) the latest three-week moving average of
                    secondary market morning offering rates in the United States
                    for three-month certificates of deposit of major United
                    States money market banks, such three-week moving average
                    (adjusted to the basis of a year of 360 days) being
                    determined weekly on each Monday (or, if such day is not a
                    Business Day, on the next succeeding Business Day) for the
                    three-week period ending on the previous Friday by Citibank
                    on the basis of such rates reported by certificate of
                    deposit dealers to and published by the Federal Reserve Bank
                    of New York or, if such publication shall be suspended or
                    terminated, on the basis of quotations for such rates
                    received by Citibank from three New York certificate of
                    deposit dealers of recognized standing selected by Citibank,
                    by (B) a percentage equal to 100% minus the average of the
                    daily percentages specified during such three-week period by
                    the Board of Governors of the Federal Reserve System (or any
                    successor) for determining the maximum reserve requirement
                    (including, but not limited to, any emergency, supplemental
                    or other marginal reserve requirement) for Citibank with
                    respect to liabilities consisting of or including (among
                    other liabilities) three-month U.S. dollar non-personal time
                    deposits in the United States, plus (iii) the average during
                    such three-week period of the annual assessment rates
                    estimated by Citibank for determining the then current
                    annual assessment payable by Citibank to the Federal Deposit
                    Insurance Corporation (or any successor) for insuring U.S.
                    dollar deposits of Citibank in the United States; and

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

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

                    "Borrower" has the meaning specified in the recital of
               parties to this Agreement.

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

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

                    "Capitalization" means the sum of tangible net worth plus
               Consolidated Debt.

<PAGE>   9
                                        5


          "Collateral Assignment Agreement" means that certain Collateral
     Assignment Agreement, dated as of January 19, 1999, made by the Borrower to
     the Agent, as amended, supplemented or modified in accordance with the
     terms thereof and hereof.

          "Commitment" has the meaning specified in Section 2.01.

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

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

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

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

          "Confidential Information" means information that a Loan Party
     furnishes to the Agent or any Lender in a writing designated as
     confidential, but does not include any such information that is or becomes
     generally available to the public or that is or becomes available to the
     Agent or such Lender from a source other than a Loan Party.

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

          "Convert", "Conversion" and "Converted" each refers to a conversion of
     Revolving Credit Advances of one Type into Revolving Credit Advances of the
     other Type pursuant to Section 2.08 or 2.09.

          "Debt" of any Person means, without duplication, (a) all indebtedness
     of such Person for borrowed money, (b) all obligations of such Person for
     the deferred purchase price of property or services (other than trade
     payables not overdue by more than 60 days incurred in the ordinary course
     of such Person's business), (c) all obligations of such Person evidenced by
     notes, bonds, debentures or other similar instruments, (d) all obligations
     of such Person created or arising under any conditional sale or other title
     retention agreement with respect to property acquired by such Person (even
     though the rights and remedies of the seller or lender under such agreement
     in the event of default are limited to repossession or sale of such
     property), (e) all obligations of such Person as lessee under leases that
     have been or should be, in accordance with GAAP, recorded as capital
     leases, (f) all obligations, contingent or otherwise, of such Person in
     respect of acceptances, letters of credit or similar extensions of credit,
     (g) all obligations of such Person in respect of Hedge Agreements, (h) all
     Debt of others referred to in clauses (a)

<PAGE>   10
                                       6


     through (g) above or clause (i) below guaranteed directly or indirectly in
     any manner by such Person, or in effect guaranteed directly or indirectly
     by such Person through an agreement (1) to pay or purchase such Debt or to
     advance or supply funds for the payment or purchase of such Debt, (2) to
     purchase, sell or lease (as lessee or lessor) property, or to purchase or
     sell services, primarily for the purpose of enabling the debtor to make
     payment of such Debt or to assure the holder of such Debt against loss, (3)
     to supply funds to or in any other manner invest in the debtor (including
     any agreement to pay for property or services irrespective of whether such
     property is received or such services are rendered) or (4) otherwise to
     assure a creditor against loss, and (i) all Debt referred to in clauses (a)
     through (h) above secured by (or for which the holder of such Debt has an
     existing right, contingent or otherwise, to be secured by) any Lien on
     property (including, without limitation, accounts and contract rights)
     owned by such Person, even though such Person has not assumed or become
     liable for the payment of such Debt. See the definition of "Nonrecourse
     Debt" below.

          "Declining Lender" has the meaning specified in Section 2.16.

          "DECO" means The Detroit Edison Company, a Michigan corporation wholly
     owned by the Parent.

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

          "Designated Bidder" means (a) an Eligible Assignee or (b) a special
     purpose corporation that is engaged in making, purchasing or otherwise
     investing in commercial loans in the ordinary course of its business and
     that issues (or the parent of which issues) commercial paper rated at least
     "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the then
     equivalent grade) by S&P that, in the case of either clause (a) or (b), (i)
     is organized under the laws of the United States or any State thereof, (ii)
     shall have become a party hereto pursuant to Section 8.07(d), (e) and (f)
     and (iii) is not otherwise a Lender.

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

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

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

          "EBITDA" means, for any period, net income (or net loss) plus the sum
     of (a) interest expense, (b) income tax expense, (c) depreciation expense
     and

<PAGE>   11
                                       7


        (d) amortization expense, in each case determined in accordance with
        GAAP for such period.

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

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) a commercial bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least $250,000,000; (iv) a savings and loan association or
         savings bank organized under the laws of the United States, or any
         State thereof, and having a combined capital and surplus of at least
         $250,000,000; (v) a commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development or has concluded special lending
         arrangements with the International Monetary Fund associated with its
         General Arrangements to Borrow, or a political subdivision of any such
         country, and having a combined capital and surplus of at least
         $250,000,000, so long as such bank is acting through a branch or agency
         located in the United States; (vi) the central bank of any country that
         is a member of the Organization for Economic Cooperation and
         Development; (vii) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and having a combined capital and surplus of at least
         $250,000,000; and (viii) any other Person approved by the Agent and the
         Borrower, such approval not to be unreasonably withheld or delayed by
         either party; provided, however, that neither the Borrower nor an
         Affiliate of the Borrower shall qualify as an Eligible Assignee.

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

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

                  "Environmental Permit" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

<PAGE>   12

                                       8

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with a contributing sponsor, as defined in Section
         4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
         (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
         expected to occur with respect to such Plan within the following 30
         days; (b) the application for a minimum funding waiver with respect to
         a Plan; (c) the provision by the administrator of any Plan of a notice
         of intent to terminate such Plan pursuant to Section 4041(a)(2) of
         ERISA (including any such notice with respect to a plan amendment
         referred to in Section 4041(e) of ERISA); (d) the cessation of
         operations at a facility of the Borrower or any ERISA Affiliate in the
         circumstances described in Section 4062(e) of ERISA; (e) the withdrawal
         by the Borrower or any ERISA Affiliate from a Multiple Employer Plan
         during a plan year for which it was a substantial employer, as defined
         in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition
         of a lien under Section 302(f) of ERISA shall have been met with
         respect to any Plan; (g) the adoption of an amendment to a Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA; or (h) the institution by the PBGC of proceedings to
         terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence
         of any event or condition described in Section 4042 of ERISA that
         constitutes grounds for the termination of, or the appointment of a
         trustee to administer, a Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender (or, if no such office
         is specified, its Domestic Lending Office), or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Revolving Credit
         Borrowing, an interest rate per annum equal to the rate per annum
         obtained by dividing (a) the average (rounded upward to the nearest
         whole multiple of 1/16 of 1% per annum, if such average is not such a
         multiple) of the rate per annum at which deposits in U.S. dollars are
         offered by the principal office of each of the Reference Banks in
         London, England to prime banks in the

<PAGE>   13

                                       9


          London interbank market at 11:00 A.M. (London time) two Business Days
          before the first day of such Interest Period in an amount
          substantially equal to such Reference Bank's Eurodollar Rate Advance
          comprising part of such Revolving Credit Borrowing to be outstanding
          during such Interest Period and for a period equal to such Interest
          Period by (b) a percentage equal to 100% minus the Eurodollar Rate
          Reserve Percentage for such Interest Period. The Eurodollar Rate for
          any Interest Period for each Eurodollar Rate Advance comprising part
          of the same Revolving Credit Borrowing shall be determined by the
          Agent on the basis of applicable rates furnished to and received by
          the Agent from the Reference Banks two Business Days before the first
          day of such Interest Period, subject, however, to the provisions of
          Section 2.08.

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

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances or LIBO Rate Advances comprising part
         of the same Borrowing means the reserve percentage applicable two
         Business Days before the first day of such Interest Period under
         regulations issued from time to time by the Board of Governors of the
         Federal Reserve System (or any successor) for determining the maximum
         reserve requirement (including, without limitation, any emergency,
         supplemental or other marginal reserve requirement) for a member bank
         of the Federal Reserve System in New York City with respect to
         liabilities or assets consisting of or including Eurocurrency
         Liabilities (or with respect to any other category of liabilities that
         includes deposits by reference to which the interest rate on Eurodollar
         Rate Advances or LIBO Rate Advances is determined) having a term equal
         to such Interest Period.

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

                  "Existing Commitment" means, for each Existing Lender, all of
         such Existing Lender's rights in and to, and all of its obligations
         under, the Commitment (as defined in the Existing Credit Agreement)
         held by it under the Existing Credit Agreement as of the Effective
         Date.

                  "Existing Credit Agreement" has the meaning specified in the
         Preliminary Statement hereto.

                  "Existing Lenders" has the meaning specified in the
         Preliminary Statements hereto.

                  "Existing Notes" means the Notes as defined in, and issued
         pursuant to, the Existing Credit Agreement.

                  "Extending Lenders" has the meaning specified in Section 2.16.

                  "Facility Fee" has the meaning specified in Section 2.04(a).

<PAGE>   14

                                       10


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

                  "Financial Officer" of any Person means the chief executive
         officer, president, chief financial officer, controller, treasurer or
         any assistant treasurer of such Person.

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

                  "Guaranty" means the guaranty entered into by the Parent in
         favor of the Agent and the Lenders in accordance with Sections 2.18 or
         5.02(b), in substantially in the form of Exhibit H hereto.

                  "GAAP" has the meaning specified in Section 1.03.

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

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements, except for those hedge agreements, which agreements shall
         be pari passu with or subordinate to this Agreement, that may be
         entered into by the Parent for an aggregate notional amount of up to $1
         billion in connection with the Merger.

                  "Information Memorandum" means the information memorandum
         dated December 1999 used by the Agent and Salomon Smith Barney Inc., as
         arranger in connection with the syndication of the Commitments.

                  "Insufficiency" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.

                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Revolving Credit Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurodollar Rate Advance or LIBO
         Rate Advance or the date of the Conversion of any Base Rate Advance
         into such Eurodollar Rate Advance and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below and,
         thereafter, with respect to

<PAGE>   15


                                      11


         Eurodollar Rate Advances, each subsequent period commencing on the
         last day of the immediately preceding Interest Period and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below. The duration of each such Interest Period shall be
         one, two, three or six months, as the Borrower may, upon notice
         received by the Agent not later than 11:00 A.M. (New York City time)
         on the third Business Day prior to the first day of such Interest
         Period, select; provided, however, that:

                    (i)  the Borrower may not select any Interest Period that
               ends after the Revolver Termination Date then in effect or, if
               the Advances have been converted to a term loan pursuant to
               Section 2.06 prior to such selection, which ends after the
               Maturity Date;

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

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

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

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

               "Junior Subordinated Debentures" means subordinated junior
         deferrable interest debentures issued by DECO from time to time.

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

               "LIBO Rate" means, for any Interest Period for all LIBO Rate
         Advances comprising part of the same Competitive Bid Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the average (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which deposits in U.S. dollars are offered by the
         principal office of

<PAGE>   16


                                       12

          each of the Reference Banks in London, England to prime banks in
          the London interbank market at 11:00 A.M. (London time) two Business
          Days before the first day of such Interest Period in an amount
          substantially equal to the amount that would be the Reference Banks'
          respective ratable shares of such Borrowing if such Borrowing were to
          be a Revolving Credit Borrowing to be outstanding during such Interest
          Period and for a period equal to such Interest Period by (b) a
          percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
          for such Interest Period. The LIBO Rate for any Interest Period for
          each LIBO Rate Advance comprising part of the same Competitive Bid
          Borrowing shall be determined by the Agent on the basis of applicable
          rates furnished to and received by the Agent from the Reference Banks
          two Business Days before the first day of such Interest Period,
          subject, however, to the provisions of Section 2.08.

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

               "Lien" means any lien, security interest or other charge or
          encumbrance of any kind, or any other type of preferential
          arrangement, including, without limitation, the lien or retained
          security title of a conditional vendor and any easement, right of way
          or other encumbrance on title to real property.

               "Loan Documents" means this Agreement, the Notes, the Support
          Agreement, the Collateral Assignment Agreement and, if executed and
          delivered in accordance with Section 2.18, the Guaranty or the
          Assignment and Assumption Agreement.

               "Loan Parties" means the Borrower and the Parent.

               "Material Adverse Change" means any material adverse change in
          the business, condition (financial or otherwise), operations,
          performance, properties or prospects of either Loan Party and its
          Subsidiaries taken as a whole.

               "Material Adverse Effect" means a material adverse effect on (a)
          the business, condition (financial or otherwise), operations,
          performance, properties or prospects of either Loan Party or either
          Loan Party and its Subsidiaries taken as a whole, (b) the rights and
          remedies of the Agent or any Lender under any Loan Document or (c) the
          ability of either Loan Party to perform its obligations under any Loan
          Document to which it is a party.

               "Maturity Date" means the earlier of (a) the one year anniversary
          of the Term Loan Conversion Date and (b) the date of the termination
          in whole of the aggregate Commitments pursuant to Section 2.05, 2.18
          or 6.01.

               "MCN" mean Michigan Energy Group Inc.

               "Merger" means the pending merger of the Parent and MCN Energy
          Group Inc. pursuant to the merger agreement between the Parent and MCN
          dated as of October 4, 1999, as amended as of November 12, 1999.

<PAGE>   17


                                     13

               "Merger Date" means the effective date of the Merger.

               "MichCon" means Michigan Consolidated Gas Company.

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

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

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

               "Nonrecourse Debt" means Debt of either Loan Party or any of
          their Subsidiaries in respect of which no recourse may be had by the
          creditors under such Debt against such Loan Party or such Subsidiary
          in its individual capacity or against the assets of such Loan Party or
          such Subsidiary, other than assets which were purchased by such Loan
          Party or such Subsidiary with the proceeds of such Debt.

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

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

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

               "Parent" has the meaning specified in the recital by the parties
          to this Agreement.

               "Parent Assumption Date" means the date upon which the Parent
          becomes the Borrower hereunder, either by execution and delivery of
          the Assignment and Assumption Agreement or by operation of law upon a
          merger or consolidation of the Borrower with or into the Parent.

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

               "Permitted Liens" means such of the following as to which no
          enforcement, collection, execution, levy or foreclosure proceeding
          shall have been commenced: (a) Liens for taxes, assessments and
          governmental charges or levies to the extent not required to be paid
          under Section 5.01(b) hereof; (b) Liens imposed by law, such as

<PAGE>   18

                                       14

          materialmen's, mechanics', carriers', workmen's and repairmen's Liens
          and other similar Liens arising in the ordinary course of business
          securing obligations that are not overdue for a period of more than 30
          days; (c) pledges or deposits to secure obligations under workers'
          compensation laws or similar legislation or to secure public or
          statutory obligations; and (d) easements, rights of way and other
          encumbrances on title to real property that do not render title to the
          property encumbered thereby unmarketable or materially adversely
          affect the use of such property for its present purposes.

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

               "Plan" means a Single Employer Plan or a Multiple Employer Plan.

               "Public Debt Rating" means, as of any date, the lowest rating
          that has been most recently announced by either S&P or Moody's, as the
          case may be, for any class of non-credit enhanced senior unsecured
          Debt issued by the Borrower. For purposes of the foregoing, (a) if
          only one of S&P and Moody's shall have in effect a Public Debt Rating,
          the Applicable Margin and the Applicable Percentage shall be
          determined by reference to the available rating; (b) if neither S&P
          nor Moody's shall have in effect a Public Debt Rating, the Applicable
          Margin and the Applicable Percentage will be set in accordance with
          Level 5 under the definition of "Applicable Margin" or "Applicable
          Percentage", as the case may be; (c) if the ratings established by S&P
          and Moody's shall fall within different levels, the Applicable Margin
          and the Applicable Percentage shall be based upon the lower rating;
          (d) if any rating established by S&P or Moody's shall be changed, such
          change shall be effective as of the date on which such change is first
          announced publicly by the rating agency making such change; and (e) if
          S&P or Moody's shall change the basis on which ratings are
          established, each reference to the Public Debt Rating announced by S&P
          or Moody's, as the case may be, shall refer to the then equivalent
          rating by S&P or Moody's, as the case may be.

               "Reference Banks" means Citibank, N.A., Barclays Bank PLC and
          Bank One N.A.

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

               "Required Lenders" means at any time Lenders owed at least
          66-2/3% of the then aggregate unpaid principal amount of the Revolving
          Credit Advances owing to Lenders, or, if no such principal amount is
          then outstanding, Lenders having at least 66-2/3% of the Commitments.

               "Revolver Termination Date" means the earlier of January 16, 2001
          or, if extended pursuant to Section 2.16, the date that is 364 days
          after the Revolver Termination Date then in effect, and (b) the date
          of termination in whole of the Commitments pursuant to Section 2.05,
          2.18 or 6.01; provided, however, that the

<PAGE>   19


                                       15

          Revolver Termination Date of any Lender that is a Declining Lender to
          any requested extension pursuant to Section 2.16 shall be the Revolver
          Termination Date in effect immediately prior to the date on which such
          extension was granted, for all purposes of this Agreement.

                  "Revolving Credit Advance" means an advance by a Lender to the
         Borrower as part of a Revolving Credit Borrowing and, if the Borrower
         has made the Term Loan Election in accordance with Section 2.06,
         includes each such advance that remains outstanding after the Term Loan
         Conversion Date, and refers to a Base Rate Advance or a Eurodollar Rate
         Advance (each of which shall be a "Type" of Revolving Credit Advance).

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

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

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

                  "SEC Reports" means the following reports and financial
         statements of the Parent and DECO and, after the Merger Date, MCN and
         MichCon, as the case may be:

                         (a) the Form 10K of such Person for the year ended
                    December 31, 1998 as filed with or sent to the Securities
                    and Exchange Commission,

                         (b) the Forms 10Q of such Person for the quarters ended
                    March 31, 1999, June 30, 1999 and September 30, 1999 as
                    filed with or sent to the Securities and Exchange
                    Commission,

                         (c) the 1998 Audited Statements; and

                         (d) the 1999 Interim Statements.

                  "Significant Subsidiary" means (i) DECO, (ii) after the Merger
         Date, MichCon, and (iii) any other Subsidiary of the Parent (A) the
         total assets (after intercompany eliminations) of which exceed 30% of
         the total assets of the Parent and its Subsidiaries or (B) the net
         worth of which exceeds 30% of the Consolidated Net Worth of the Parent
         and its Subsidiaries, in each case as shown on the consolidated balance
         sheet of the Parent and its Subsidiaries prepared on a pro forma basis
         after giving effect to the Merger.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or


<PAGE>   20
                                       16

         any ERISA Affiliate could have liability under Section 4069 of ERISA in
         the event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly owned or controlled by
         such Person, by such Person and one or more of its other Subsidiaries
         or by one or more of such Person's other Subsidiaries.

                  "Support Agreement" means that certain Support Agreement,
         dated as of January 19, 1999, between the Parent and the Borrower, as
         amended, supplemented or modified in accordance with the terms thereof
         and hereof.

                  "Term Loan Conversion Date" has the meaning specified in
         Section 2.06.

                  "Term Loan Election" has the meaning specified in Section
         2.06.

                  "Termination Event" has the meaning specified in Section 2.18.

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  "Withdrawal Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").



<PAGE>   21

                                       17

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the earlier of the Revolver
Termination Date and the Term Loan Conversion Date in an aggregate amount not to
exceed at any time outstanding the amount set forth opposite such Lender's name
on the signature pages hereof or, if such Lender has entered into any Assignment
and Acceptance, set forth for such Lender in the Register maintained by the
Agent pursuant to Section 8.07(g), as such amount may be reduced pursuant to
Section 2.05 (such Lender's "Commitment"), provided that the aggregate amount of
the Commitments of the Lenders shall be deemed used from time to time to the
extent of the aggregate amount of the Competitive Bid Advances then outstanding
and such deemed use of the aggregate amount of the Commitments shall be
allocated among the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a "Competitive
Bid Reduction"). Each Revolving Credit Borrowing shall be in an aggregate amount
of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if
less, an aggregate amount equal to the amount by which the aggregate amount of a
proposed Competitive Bid Borrowing requested by the Borrower exceeds the
aggregate amount of Competitive Bid Advances offered to be made by the Lenders
and accepted by the Borrower in respect of such Competitive Bid Borrowing, if
such Competitive Bid Borrowing is made on the same date as such Revolving Credit
Borrowing) and shall consist of Revolving Credit Advances of the same Type made
on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender's Commitment, the Borrower may
borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow
under this Section 2.01.

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances, or 9:00 A.M. (New York City time) the
Business Day of the proposed Revolving Credit Borrowing in the case of a
Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to
the Agent, which shall give to each Lender prompt notice thereof by telecopier
or telex. Each such notice of a Revolving Credit Borrowing (a "Notice of
Revolving Credit Borrowing") shall be by telephone, confirmed immediately in
writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such Revolving Credit Advance. Each Lender shall,
before 11:00 A.M. (New York City time) on the date of such Revolving Credit
Borrowing, make available for the account of its Applicable Lending Office to
the Agent at the Agent's Account, in same day funds, such Lender's ratable
portion of such Revolving Credit Borrowing. After the Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Agent will make such funds available to the Borrower at the Agent's
address referred to in Section 8.02.


<PAGE>   22
                                       18


         (b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Revolving
Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is
less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate
Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the
Eurodollar Rate Advances may not be outstanding as part of more than ten
separate Revolving Credit Borrowings.

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

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

         (e) The failure of any Lender to make the Revolving Credit Advance to
be made by it as part of any Revolving Credit Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit
Borrowing.

             SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring


<PAGE>   23
                                       19


30 days prior to the earlier of the Revolver Termination Date and the Term Loan
Conversion Date in the manner set forth below; provided that, following the
making of each Competitive Bid Borrowing, the aggregate amount of the Advances
then outstanding shall not exceed the aggregate amount of the Commitments of the
Lenders (computed without regard to any Competitive Bid Reduction).

                  (i) The Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Agent, by telecopier or telex, a
         notice of a Competitive Bid Borrowing (a "Notice of Competitive Bid
         Borrowing"), in substantially the form of Exhibit B-2 hereto,
         specifying therein the requested (v) date of such proposed Competitive
         Bid Borrowing, (w) aggregate amount of such proposed Competitive Bid
         Borrowing, (x) in the case of a Competitive Bid Borrowing consisting of
         LIBO Rate Advances, Interest Period, or in the case of a Competitive
         Bid Borrowing consisting of Fixed Rate Advances, maturity date for
         repayment of each Fixed Rate Advance to be made as part of such
         Competitive Bid Borrowing (which maturity date may not be earlier than
         the date occurring 30 days after the date of such Competitive Bid
         Borrowing or later than the earlier of (I) 180 days after the date of
         such Competitive Bid Borrowing and (II) the earlier of the Revolver
         Termination Date and the Term Loan Conversion Date), (y) interest
         payment date or dates relating thereto, and (z) other terms (if any) to
         be applicable to such Competitive Bid Borrowing, not later than 10:00
         A.M. (New York City time) (A) at least one Business Day prior to the
         date of the proposed Competitive Bid Borrowing, if the Borrower shall
         specify in the Notice of Competitive Bid Borrowing that the rates of
         interest to be offered by the Lenders shall be fixed rates per annum
         (the Advances comprising any such Competitive Bid Borrowing being
         referred to herein as "Fixed Rate Advances") and (B) at least five
         Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if the Borrower shall instead specify in the Notice of
         Competitive Bid Borrowing that the rates of interest be offered by the
         Lenders are to be based on the LIBO Rate (the Advances comprising such
         Competitive Bid Borrowing being referred to herein as "LIBO Rate
         Advances"). Each Notice of Competitive Bid Borrowing shall be
         irrevocable and binding on the Borrower. The Agent shall in turn
         promptly notify each Lender of each request for a Competitive Bid
         Borrowing received by it from the Borrower by sending such Lender a
         copy of the related Notice of Competitive Bid Borrowing.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Competitive Bid Advances
         to the Borrower as part of such proposed Competitive Bid Borrowing at a
         rate or rates of interest specified by such Lender in its sole
         discretion, by notifying the Agent (which shall give prompt notice
         thereof to the Borrower), before 9:30 A.M. (New York City time) on the
         date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances and before
         10:00 A.M. (New York City time) three Business Days before the date of
         such proposed Competitive Bid Borrowing, in the case of a Competitive
         Bid Borrowing consisting of LIBO Rate Advances, of the minimum amount
         and maximum amount of each Competitive Bid Advance which such Lender
         would be willing to make as part of such proposed Competitive Bid
         Borrowing (which amounts may, subject to the proviso to the first
         sentence of this Section 2.03(a), exceed


<PAGE>   24
                                       20


         such Lender's Commitment, if any), the rate or rates of interest
         therefor and such Lender's Applicable Lending Office with respect to
         such Competitive Bid Advance; provided that if the Agent in its
         capacity as a Lender shall, in its sole discretion, elect to make any
         such offer, it shall notify the Borrower of such offer at least 30
         minutes before the time and on the date on which notice of such
         election is to be given to the Agent by the other Lenders. If any
         Lender shall elect not to make such an offer, such Lender shall so
         notify the Agent, before 10:00 A.M. (New York City time) on the date on
         which notice of such election is to be given to the Agent by the other
         Lenders, and such Lender shall not be obligated to, and shall not, make
         any Competitive Bid Advance as part of such Competitive Bid Borrowing;
         provided that the failure by any Lender to give such notice shall not
         cause such Lender to be obligated to make any Competitive Bid Advance
         as part of such proposed Competitive Bid Borrowing.

                  (iii) The Borrower shall, in turn, before 10:30 A.M. (New York
         City time) on the date of such proposed Competitive Bid Borrowing, in
         the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances and before 11:00 A.M. (New York City time) three Business Days
         before the date of such proposed Competitive Bid Borrowing, in the case
         of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
         either:

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

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

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

                  (v) If the Borrower accepts one or more of the offers made by
         any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent
         shall in turn promptly notify (A) each Lender that has made an offer as
         described in paragraph (ii) above, of the date and aggregate amount of
         such Competitive Bid Borrowing and whether or not any offer or offers
         made by such Lender pursuant to paragraph (ii) above have been accepted
         by


<PAGE>   25
                                       21


         the Borrower, (B) each Lender that is to make a Competitive Bid Advance
         as part of such Competitive Bid Borrowing, of the amount of each
         Competitive Bid Advance to be made by such Lender as part of such
         Competitive Bid Borrowing, and (C) each Lender that is to make a
         Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
         receipt, that the Agent has received forms of documents appearing to
         fulfill the applicable conditions set forth in Article III. Each Lender
         that is to make a Competitive Bid Advance as part of such Competitive
         Bid Borrowing shall, before 12:00 noon (New York City time) on the date
         of such Competitive Bid Borrowing specified in the notice received from
         the Agent pursuant to clause (A) of the preceding sentence or any later
         time when such Lender shall have received notice from the Agent
         pursuant to clause (C) of the preceding sentence, make available for
         the account of its Applicable Lending Office to the Agent at the
         Agent's Account, in same day funds, such Lender's portion of such
         Competitive Bid Borrowing. Upon fulfillment of the applicable
         conditions set forth in Article III and after receipt by the Agent of
         such funds, the Agent will make such funds available to the Borrower at
         the Agent's address referred to in Section 8.02. Promptly after each
         Competitive Bid Borrowing the Agent will notify each Lender of the
         amount of the Competitive Bid Borrowing, the consequent Competitive Bid
         Reduction and the dates upon which such Competitive Bid Reduction
         commenced and will terminate.

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

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

         (c) Within the limits and on the conditions set forth in this Section
2.03, the Borrower may from time to time borrow under this Section 2.03, repay
or prepay pursuant to subsection (d) below, and reborrow under this Section
2.03, provided that a Competitive Bid Borrowing shall not be made within three
Business Days of the date of any other Competitive Bid Borrowing.

         (d) The Borrower shall repay to the Agent for the account of each
Lender that has made a Competitive Bid Advance, on the maturity date of each
Competitive Bid Advance (such maturity date being that specified by the Borrower
for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to


<PAGE>   26
                                       22


subsection (a)(i) above and provided in the Competitive Bid Note evidencing such
Competitive Bid Advance), the then unpaid principal amount of such Competitive
Bid Advance. The Borrower shall have no right to prepay any principal amount of
any Competitive Bid Advance unless, and then only on the terms, specified by the
Borrower for such Competitive Bid Advance in the related Notice of Competitive
Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the
Competitive Bid Note evidencing such Competitive Bid Advance.

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

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

         (g) Upon delivery of each Notice of Competitive Bid Borrowing, the
Borrower shall pay a non-refundable fee of $3,000 to the Agent for its own
account.

             SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to
the Agent for the account of each Lender (other than the Designated Bidders) a
facility fee (the "Facility Fee") on the aggregate amount of such Lender's
Commitment from the date hereof in the case of each Initial Lender and from
effective date specified in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Maturity Date at a
rate per annum equal to the Applicable Percentage in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and
December, and on the Maturity Date.

         (b) Agent's Fees. The Borrower shall pay to the Agent for its own
account such fees as may from time to time be agreed between the Borrower and
the Agent.

             SECTION 2.05. Termination or Reduction of the Commitments. (a)
If the Borrower has not made the Term Loan Election at least 15 days prior to
the Revolver Termination Date, the Commitments shall be automatically terminated
on the Revolver Termination Date. If the Borrower has made the Term Loan
Election in accordance with Section


<PAGE>   27
                                       23


2.06, from time to time after the Term Loan Conversion Date upon each prepayment
of the Revolving Credit Advances, the aggregate Commitments of the Lenders under
this Agreement shall be automatically and permanently reduced on a pro rata
basis by an amount equal to the amount by which the aggregate Commitments of the
Lenders under this Agreement immediately prior to such reduction exceeds the
aggregate unpaid principal amount of the Revolving Credit Advances outstanding
at such time.

         (b) The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and provided further that the aggregate
amount of the Commitments of the Lenders shall not be reduced to an amount that
is less than the aggregate principal amount of the Competitive Bid Advances then
outstanding. Once terminated, a Commitment or portion thereof may not be
reinstated.

                  SECTION 2.06. Repayment of Revolving Credit Advances; Term
Loan Election. (a) The Borrower shall, subject to the next succeeding sentence,
repay to the Agent for the ratable account of the Lenders on the Revolver
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding.

         (b) The Borrower may, at any time prior to the Revolver Termination
Date and upon not less than 15 days' notice to the Agent, elect (the "Term Loan
Election") to convert all of the Revolving Credit Advances outstanding on the
date specified in such notice (the "Term Loan Conversion Date") into a term loan
which the Borrower shall repay in full to the Agent for the ratable account of
the Lenders on the Maturity Date; provided that no Default has occurred and is
continuing on the date of notice of the Term Loan Election or on the Term Loan
Conversion Date.

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

                  (i) Base Rate Advances. During such periods as such Revolving
         Credit Advance is a Base Rate Advance, a rate per annum equal at all
         times to the sum of (x) the Base Rate in effect from time to time plus
         (y) the Applicable Margin in effect from time to time, payable in
         arrears quarterly on the last day of each March, June, September and
         December during such periods and on the date such Base Rate Advance
         shall be Converted or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum
         equal at all times during each Interest Period for such Revolving
         Credit Advance to the sum of (x) the Eurodollar Rate for such Interest
         Period for such Revolving Credit Advance plus (y) the Applicable Margin
         in effect from time to time, payable in arrears on the last day of such
         Interest Period and, if such Interest Period has a duration of more
         than three months, on each day


<PAGE>   28
                                       24


         that occurs during such Interest Period every three months from the
         first day of such Interest Period and on the date such Eurodollar Rate
         Advance shall be Converted or paid in full.

         (b) Default Interest. (i) Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to each Lender,
payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Revolving Credit Advance pursuant to clause (a)(i)
or (a)(ii) above, and (ii) the Borrower shall pay, to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

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

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

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

         (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $5,000,000, such Advances shall
automatically Convert into Base Rate Advances.


<PAGE>   29
                                       25


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

         (f) If fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate
Advances or LIBO Rate Advances, as the case may be,

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

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

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

                  SECTION 2.09. Optional Conversion of Revolving Credit
Advances. The Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.08 and 2.12, Convert all Revolving Credit Advances of one Type comprising the
same Borrowing into Revolving Credit Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in
Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result
in more separate Revolving Credit Borrowings than permitted under Section
2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Revolving
Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar
Rate Advances, the duration of the initial Interest Period for each such
Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower.

                  SECTION 2.10. Prepayments of Revolving Credit Advances. (a)
Optional Prepayment. The Borrower may on any Business Day, upon notice given to
the Agent not later than 11:00 A.M., (i) on the same day for Base Rate Advances
and (ii) on the second Business Day prior to the prepayment in the case of
Eurodollar Rate Advances stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the Borrower shall, prepay
the outstanding principal amount of the Revolving Credit Advances comprising
part of the same Revolving Credit Borrowing in whole or ratably in part,
together with accrued


<PAGE>   30
                                       26


interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.04(c).

                  (b) Mandatory Prepayment. The Borrower shall, upon five
Business Days notice from the Agent given at the request or with the consent of
the Required Lenders, prepay the aggregate principal amount outstanding plus all
interest thereon and all other amounts payable hereunder or under the Notes, in
the event that (i) any Person or two or more Persons acting in concert shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934),
directly or indirectly, of Voting Stock of the Parent (or other securities
convertible into such Voting Stock) representing 20% or more of the combined
voting power of all Voting Stock of the Parent; or (ii) any Person or two or
more Persons acting in concert shall have acquired by contract or otherwise, or
shall have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of the
Parent.

                  SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances
(excluding for purposes of this Section 2.11 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or by the foreign jurisdiction or state under the laws of
which such Lender is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Borrower shall from time to time, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error.

         (b) If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender's commitment to lend
hereunder and other commitments of this type, then, upon demand by such Lender
(with a copy of such demand to the Agent), the Borrower shall pay to the Agent
for the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the


<PAGE>   31
                                       27


Borrower and the Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

         (c) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.11, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Notes held by such Lender
in accordance with Section 8.07, provided, however, that (i) no Default shall
have occurred and be continuing, (ii) the Borrower shall have satisfied all of
its obligations in connection with the Loan Documents with respect to such
Lender, and (iii) if such assignee is not a Lender, (A) such assignee is
acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000
administrative fee.

                  SECTION 2.12. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or
to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder,
(i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, will
automatically, upon such demand, Convert into a Base Rate Advance or an Advance
that bears interest at the rate set forth in Section 2.07(a)(i), as the case may
be, and (ii) the obligation of the Lenders to make Eurodollar Rate Advances or
LIBO Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate
Advances shall be suspended until the Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

                  SECTION 2.13. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later than 11:00 A.M.
(New York City time) on the day when due in U.S. dollars to the Agent at the
Agent's Account in same day funds. The Agent will promptly thereafter cause to
be distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.03,
2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance,
the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender assignee thereunder, and the parties
to such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

         (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge


<PAGE>   32
                                       28


from time to time against any or all of the Borrower's accounts with such Lender
any amount so due.

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

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

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

                  SECTION 2.14. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.13,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Agent, taxes
imposed on its overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
of such Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower



<PAGE>   33
                                       29


shall pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

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

         (c) The Borrower shall indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any taxes imposed
by any jurisdiction on amounts payable under this Section 2.14) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.

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

         (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
each of the Agent and the Borrower with two original Internal Revenue Service
forms 1001 or 4224, as appropriate, or any successor or other form prescribed by
the Internal Revenue Service, certifying that such Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this Agreement or the Notes. If the forms provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at the date of
the Assignment and Acceptance pursuant to which a Lender assignee becomes a
party to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,


<PAGE>   34
                                       30


applicable with respect to the Lender assignee on such date. If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001 or
4224, that the Lender reasonably considers to be confidential, the Lender shall
give notice thereof to the Borrower and shall not be obligated to include in
such form or document such confidential information.

         (f) For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form described in Section 2.14(e) (other than
if such failure is due to a change in law occurring subsequent to the date on
which a form originally was required to be provided, or if such form otherwise
is not required under the first sentence of subsection (e) above), such Lender
shall not be entitled to indemnification under Section 2.14(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such steps
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

         (g) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.14, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Notes held by such Lender
in accordance with Section 8.07, provided, however, that (i) no Default shall
have occurred and be continuing, (ii) the Borrower shall have satisfied all of
its obligations in connection with the Loan Documents with respect to such
Lender, and (iii) if such assignee is not a Lender, (A) such assignee is
acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000
administrative fee.

                  SECTION 2.15. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.15 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.



<PAGE>   35
                                       31


                  SECTION 2.16. Extensions of Revolver Termination Date. No
earlier than 45 days and no later than 30 days prior to the Revolver Termination
Date in effect at any time, the Borrower may, by written notice to the Agent,
request that such Revolver Termination Date be extended for a period of 364
days. Such request shall be irrevocable and binding upon the Borrower. The Agent
shall promptly notify each Lender of such request. If a Lender agrees, in its
individual and sole discretion, to so extend its Commitment (an "Extending
Lender"), it shall deliver to the Agent a written notice of its agreement to do
so no earlier than 30 days and no later than 20 days prior to such Revolver
Termination Date and the Agent shall notify the Borrower of such Extending
Lender's agreement to extend its Commitment no later than 15 days prior to such
Revolver Termination Date. The Commitment of any Lender that fails to accept or
respond to the Borrower's request for extension of the Revolver Termination Date
(a "Declining Lender") shall be terminated on the Revolver Termination Date
originally in effect (without regard to any extension by other Lenders) and on
such Revolver Termination Date the Borrower shall pay in full the principal
amount of all Advances owing to such Declining Lender, together with accrued
interest thereon to the date of such payment of principal and all other amounts
payable to such Declining Lender under this Agreement. The Agent shall promptly
notify each Extending Lender of the aggregate Commitments of the Declining
Lenders. The Extending Lenders, or any of them, may offer to increase their
respective Commitments by an aggregate amount up to the aggregate amount of the
Declining Lenders' Commitments and any such Extending Lender shall deliver to
the Agent a notice of its offer to so increase its Commitment no later than 15
days prior to such Revolver Termination Date. To the extent of any shortfall in
the aggregate amount of extended Commitments, the Borrower shall have the right
to require any Declining Lender to assign in full its rights and obligations
under this Agreement to an Eligible Assignee designated by the Borrower and
acceptable to the Agent, that agrees to accept all of such rights and
obligations (a "Replacement Lender"), provided that (i) such increase and/or
such assignment is otherwise in compliance with Section 8.07, (ii) such
Declining Lender receives payment in full of the principal amount of all
Advances owing to such Declining Lender, together with accrued interest thereon
to the date of such payment of principal and all other amounts payable to such
Declining Lender under this Agreement, and (iii) any such increase shall be
effective on the Revolver Termination Date in effect at the time the Borrower
requests such extension and any such assignment shall be effective on the date
specified by the Borrower and agreed to by the Replacement Lender and the Agent.
If Extending Lenders and Replacement Lenders provide Commitments in an aggregate
amount at least equal to 51% of the aggregate amount of the Commitments
outstanding 30 days prior to the Revolver Termination Date in effect at the time
the Borrower requests such extension, the Revolver Termination Date shall be
extended by 364 days for such Extending Lenders.

                  SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Borrower and its Subsidiaries.

                  SECTION 2.18. Termination Events. If the Parent shall incur
any Debt not existing on the Effective Date (excluding the extension of any Debt
existing on the Effective Date) without simultaneously with, or prior to, the
incurrence of such Debt (i) executing and


<PAGE>   36
                                       32


delivering to the Agent, on behalf of the Lenders, either the Guaranty or the
Assignment and Assumption Agreement and (ii) delivering therewith:

                  (A) Certified copies of the resolutions of the Board of
         Directors of each Loan Party executing and delivering such Loan
         Document approving such Loan Document;

                  (B) A certificate of the Secretary or Assistant Secretary of
         each Loan Party executing and delivering such Loan Document certifying
         the names and true signatures of the officers of each such Loan Party
         authorized to sign such Loan Document and the other documents to be
         delivered thereunder;

                  (C) A certificate of a duly authorized officer of each Loan
         Party executing and delivering such Loan Document certifying that (x)
         the representations and warranties contained in such Loan Document are
         correct on and as of the date of such Loan Document, before and after
         giving effect to such Loan Document, as though made on and as of such
         date and (y) no Default has occurred and is continuing or would result
         from the execution and delivery of such Loan Document; and

                  (D) A favorable opinion of counsel to the Parent and the
         Borrower in form and substance satisfactory to the Agent as to such
         Loan Document and such other matters as any Lender through the Agent
         may reasonably request;

(any such failure being a "Termination Event"), the Agent shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03. Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the date hereof (the "Effective Date"), provided that the
following conditions precedent have been satisfied on such date:

                  (a) There shall have occurred no Material Adverse Change since
         December 31, 1998.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting either Loan Party or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) could be reasonably likely to have a
         Material Adverse Effect other than the matters described in the SEC
         Reports (the "Disclosed Litigation") or (ii) purports to affect the
         legality, validity or enforceability of any Loan Document or the
         consummation of the transactions contemplated hereby and there shall
         have been no adverse change in the status, or financial effect on any
         Loan


<PAGE>   37
                                       33


         Party or any of its Subsidiaries of the Disclosed Litigation from that
         described in the SEC Reports.

                  (c) Nothing shall have come to the attention of the Lenders
         during the course of their due diligence investigation to lead them to
         believe that the Information Memorandum was or has become misleading,
         incorrect or incomplete in any material respect; without limiting the
         generality of the foregoing, the Lenders shall have been given such
         access, as such Lenders have reasonably requested, to the management,
         records, books of account, contracts and properties of each Loan Party
         and its Subsidiaries as they shall have requested.

                  (d) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders that restrains, prevents or imposes materially adverse
         conditions upon the transactions contemplated by the Loan Documents.

                  (e) The Borrower shall have notified each Lender and the Agent
         in writing as to the proposed Effective Date.

                  (f) The Borrower shall have paid (i) all accrued fees and
         expenses of the Agent and the Lenders with respect to this Agreement,
         including fees contemplated in the Information Memorandum, and (ii) all
         facility fees accrued under the Existing Credit Agreement as of the
         Effective Date.

                  (g) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and

                           (ii) No event has occurred and is continuing that
                  constitutes a Default.

                           (iii) The Parent shall have delivered a certificate,
                  substantially in form of Exhibit E hereto, signed on behalf of
                  the Parent by a Financial Officer of the Parent.

                  (h) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for the Revolving Credit Notes)
         in sufficient copies for each Lender:

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


<PAGE>   38
                                       34


                           (ii) Certified copies of the resolutions of the Board
                  of Directors of each Loan Party approving each Loan Document
                  to which it is a party, and of all documents evidencing other
                  necessary corporate action and governmental approvals, if any,
                  with respect to each Loan Document to which it is a party.

                           (iii) A certificate of the Secretary or an Assistant
                  Secretary of each Loan Party certifying the names and true
                  signatures of the officers of each Loan Party authorized to
                  sign each Loan Document to which it is a party and the other
                  documents to be delivered hereunder or thereunder.

                           (iv) An audited Consolidated balance sheet of the
                  Borrower and its Subsidiaries and the related statements of
                  income and cash flows of the Borrower and its Subsidiaries, as
                  of December 31, 1998.

                           (v) A letter agreement, in form and substance
                  satisfactory to the Agent, executed by each Loan Party
                  acknowledging that all references in the Support Agreement to
                  the Existing Agreement and the "Credit Agreement" will be
                  deemed to be references to this Agreement.

                           (vi) A letter agreement, in form and substance
                  satisfactory to the Agent, executed by the Borrower
                  acknowledging that all references in the Collateral Assignment
                  Agreement to the Existing Agreement and the "Credit Agreement"
                  will be deemed to be references to this Agreement, together
                  with:

                                    (A) acknowledgment copies or stamped receipt
                           copies of proper financing statements (or amendments
                           to financing statements), duly filed on or before the
                           Effective Date under the Uniform Commercial Code of
                           all jurisdictions that the Agent may deem necessary
                           or desirable in order to perfect and protect the
                           first priority liens and security interests created
                           under the Support Agreement and the Collateral
                           Assignment Agreement, covering the Assigned Rights
                           described in the Support Agreement and the Collateral
                           Assignment Agreement, and

                                    (B) completed requests for information,
                           dated on or before the Effective Date, listing the
                           financing statements referred to in clause (A) above
                           and all other effective financing statements filed in
                           the jurisdictions referred to in clause (A) above
                           that name the Borrower as debtor, together with
                           copies of such other financing statements.

                           (vii) A favorable opinion of C.C. Nern, General
                  Counsel of the Parent and the Borrower, or T.A. Hughes,
                  Associate General Counsel of the Parent and the Borrower,
                  substantially in the form of Exhibit F hereto and as to such
                  other matters as any Lender through the Agent may reasonably
                  request.

                           (viii) A favorable opinion of King & Spalding,
                  counsel for the Agent, in form and substance satisfactory to
                  the Agent.



<PAGE>   39
                                       35


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

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

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

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

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

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


<PAGE>   40
                                       36


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

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

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


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION  4.01.  Representations  and  Warranties  of  the
Borrower.  The  Borrower  represents  and warrants as follows:

                  (a) The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation.

                  (b) The execution, delivery and performance by the Borrower of
         the Loan Documents to which it is a party, and the consummation of the
         transactions contemplated hereby and thereby, are within such Loan
         Party's corporate powers, have been duly authorized by all necessary
         corporate action, and do not contravene (i) the Borrower's charter or
         by-laws or (ii) law or any contractual restriction binding on or
         affecting the Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by the Borrower of this Agreement, the Notes or any
         other Loan Document to which it is a party.

                  (d) This Agreement has been, and each of the Notes and each of
         the other Loan Documents to which it is a party when delivered
         hereunder will have been, duly executed and delivered by the Borrower.
         This Agreement is, and each of the Notes and

<PAGE>   41

                                       37


         each of the other Loan Documents to which it is a party when delivered
         hereunder will be, the legal, valid and binding obligation of the
         Borrower enforceable against the Borrower in accordance with their
         respective terms, subject to the effect of any applicable bankruptcy,
         insolvency, reorganization, moratorium or similar law affecting
         creditors rights generally.

                  (e) The 1998 Audited Statements and the 1999 Interim
         Statements, copies of each of which have been furnished to each Lender,
         fairly present, subject in the case of the 1999 Interim Statements, to
         year-end audit adjustments, the Consolidated financial condition of the
         relevant Person, as at such dates all in accordance with generally
         accepted accounting principles consistently applied. Since December 31,
         1998, there has been no Material Adverse Change, except as shall have
         been disclosed in the SEC Reports.

                  (f) There is no pending or threatened action, suit,
         investigation, litigation or proceeding, including, without limitation,
         any Environmental Action, affecting the Borrower or any of its
         Subsidiaries before any court, governmental agency or arbitrator that
         (i) could be reasonably likely to have a Material Adverse Effect (other
         than the Disclosed Litigation) or (ii) purports to affect the legality,
         validity or enforceability of this Agreement, any Note or any other
         Loan Document or the consummation of the transactions contemplated
         hereby and there has been no adverse change in the status of any
         Disclosed Litigation, or its financial effect on any Loan Party or any
         of its Subsidiaries from that described in the SEC Reports.

                  (g) The operations and properties of the Borrower and each of
         its Subsidiaries comply in all material respects with all applicable
         Environmental Laws and Environmental Permits, all past non-compliance
         with such Environmental Laws and Environmental Permits has been
         resolved without ongoing obligations or costs, and no circumstances
         exist that could be reasonably likely to (i) form the basis of an
         Environmental Action against the Borrower or any of its Subsidiaries or
         any of their properties that could have a Material Adverse Effect or
         (ii) cause any such property to be subject to any restrictions on
         ownership, occupancy, use or transferability under any Environmental
         Law that could have a Material Adverse Effect.

                  (h) No ERISA Event has occurred or is reasonably expected to
         occur with respect to any Plan.

                  (i) Schedule B (Actuarial Information) to the most recent
         annual report (Form 5500 Series) for each Plan, copies of which have
         been filed with the Internal Revenue Service, is complete and accurate
         and fairly presents the funding status of such Plan, and since the date
         of such Schedule B there has been no material adverse change in such
         funding status.

                  (j) Neither the Borrower nor any ERISA Affiliate has incurred
         or is reasonably expected to incur any Withdrawal Liability to any
         Multiemployer Plan.

<PAGE>   42

                                       38


                  (k) Neither the Borrower nor any ERISA Affiliate has been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or has been terminated, within the meaning of
         Title IV of ERISA, and no such Multiemployer Plan is reasonably
         expected to be in reorganization or to be terminated, within the
         meaning of Title IV of ERISA.

                  (l) Except as set forth in the financial statements referred
         to in this Section 4.01, the Borrower and its Subsidiaries have no
         material liability with respect to "expected post retirement benefit
         obligations" within the meaning of Statement of Financial Accounting
         Standards No. 106.

                  (m) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Advance will be used to
         purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any margin stock.

                  (n) Neither the Borrower nor any of its Subsidiaries is, or
         after the making of any Advance or the application of the proceeds or
         repayment thereof, or the consummation of any of the other transactions
         contemplated hereby, will be, an "investment company", or an
         "affiliated person" of, or "promoter" or "principal underwriter" for,
         an "investment company" (within the meaning of the Investment Company
         Act of 1940, as amended).

                  (o) At all times prior to the Parent Assumption Date, the
         Borrower is a "subsidiary company" of the Parent, which is a "holding
         company" (within the meaning of the Public Utility Holding Company Act
         of 1935, as amended), and, at all times before and after the Parent
         Assumption Date, the Parent is exempt from being required to seek
         approval to perform its obligations under the Loan Documents pursuant
         to Rule 2 of the Rules and Regulations promulgated pursuant to the
         Public Utility Holding Company Act of 1935, as amended.

                  (p) At all times prior to the Parent Assumption Date, the
         Support Agreement (as it may be amended, supplemented, terminated or
         otherwise modified in accordance with its terms) is in full force and
         effect and enforceable in accordance with its terms.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION  5.01.  Affirmative  Covenants.  So long as any
Advance  shall  remain  unpaid or any Lendershall have any Commitment hereunder,
the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders,

<PAGE>   43

                                       39


         such compliance to include, without limitation, compliance with ERISA
         and Environmental Laws.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained, unless and until any Lien resulting therefrom attaches to
         its property and becomes enforceable against its other creditors.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations in such amounts and covering such
         risks as is usually carried by companies engaged in similar businesses
         and owning similar properties in the same general areas in which the
         Borrower or such Subsidiary operates.

                  (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain its corporate existence, rights (charter and statutory) and
         franchises; provided, however, that the Borrower may consummate any
         merger or consolidation permitted under Section 5.02(b) and provided
         further that the Borrower shall not be required to preserve any right
         or franchise if the Board of Directors of the Borrower or such
         Subsidiary shall determine that the preservation thereof is no longer
         desirable in the conduct of the business of the Borrower and that the
         loss thereof is not disadvantageous in any material respect to the
         Borrower or the Lenders.

                  (e) Visitation Rights. At any reasonable time and from time to
         time, permit the Agent or any of the Lenders or any agents or
         representatives thereof, to examine and make copies of and abstracts
         from the records and books of account of, and visit the properties of,
         the Borrower and any of its Subsidiaries, and to discuss the affairs,
         finances and accounts of the Borrower and any of its Subsidiaries with
         any of their officers or directors and with their independent certified
         public accountants.

                  (f) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such Subsidiary in accordance with
         generally accepted accounting principles in effect from time to time.

                  (g) Maintenance of Properties, Etc. Subject to clause (d)
         above, maintain and preserve, all of its properties that are used or
         useful in the conduct of its business in good working order and
         condition, ordinary wear and tear excepted.

                  (h) Reporting Requirements.  Furnish to the Lenders:

<PAGE>   44

                                       40


                           (i) as soon as available and in any event within 45
                  days after the end of each of the first three quarters of each
                  fiscal year of the Parent, Consolidated balance sheet of the
                  Parent and its Consolidated Subsidiaries as of the end of such
                  quarter and Consolidated statements of income and cash flows
                  of the Parent and its Subsidiaries for the period commencing
                  at the end of the previous fiscal year and ending with the end
                  of such quarter;

                           (ii) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Parent, a copy
                  of the annual report to Shareholders for such year for the
                  Parent and its Consolidated Subsidiaries, containing the
                  Consolidated balance sheet of the Parent and its Consolidated
                  Subsidiaries as of the end of such fiscal year and
                  Consolidated statements of income and cash flows of the Parent
                  and its Subsidiaries for such fiscal year, in each case
                  accompanied by (A) an opinion by Deloitte & Touche LLP or
                  other independent public accountants acceptable to the
                  Required Lenders and (B) the report by the Parent filed with
                  the Securities and Exchange Commission on Form U-3A-2 for such
                  fiscal year, containing the Consolidating balance sheet of the
                  Borrower and its Subsidiaries as of the end of such fiscal
                  year and Consolidating statements of income and Consolidating
                  statements of retained earnings of the Borrower and its
                  Subsidiaries for such fiscal year, in each case, having been
                  prepared in accordance with generally accepted accounting
                  principles consistent with those applied in the preparation of
                  the financial statements referred to in Section 4.01;

                           (iii) as soon as available and in any event within 45
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, unaudited Consolidated balance
                  sheet of the Borrower and its Consolidated Subsidiaries as of
                  the end of such quarter and unaudited Consolidated statements
                  of income and cash flows of the Borrower and its Subsidiaries
                  for the period commencing at the end of the previous fiscal
                  year and ending with the end of such quarter, in each case
                  duly certified (subject to year-end audit adjustments) by a
                  Financial Officer of the Borrower as having been prepared in
                  accordance with generally accepted accounting principles
                  consistent with those applied in the preparation of the
                  financial statements referred to in Section 4.01;

                           (iv) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Borrower, the
                  Consolidated balance sheet of the Borrower and its
                  Consolidated Subsidiaries as of the end of such fiscal year
                  and Consolidated statements of income and cash flows of the
                  Borrower and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion by Deloitte & Touche LLP or
                  other independent public accountants acceptable to the
                  Required Lenders;

                           (v) as soon as possible and in any event within five
                  days after the occurrence of each Default continuing on the
                  date of such statement, a statement

<PAGE>   45

                                       41


                  of a Financial Officer of the Borrower setting forth details
                  of such Default and the action that the Borrower has taken and
                  proposes to take with respect thereto;

                           (vi) promptly after the sending or filing thereof
                  copies of all reports and registration statements that the
                  Borrower or any Subsidiary filed with the Securities and
                  Exchange Commission or any national securities exchange;

                           (vii) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(f);

                           (viii) promptly upon becoming aware of any fact or
                  circumstance affecting the Parent or any of its Subsidiaries
                  that would at any time render the Borrower unable to make the
                  representation and warranty contained in Section 4.01(q) on
                  such date, a statement of a duly authorized officer of the
                  Borrower setting forth the details of such fact or
                  circumstance and what action the Parent or such Subsidiary, as
                  the case may be, has taken and proposes to take with respect
                  thereto; and

                           (ix) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  SECTION 5.02. Negative Covenants Prior to the Parent
Assumption Date. At all times prior to the Parent Assumption Date, so long as
any Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Borrower will not:

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

                           (i)  Permitted Liens,

                           (ii) purchase money Liens upon or in any real
                  property or equipment acquired or held by the Borrower or any
                  Subsidiary in the ordinary course of business to secure the
                  purchase price of such property or equipment or to secure Debt
                  incurred solely for the purpose of financing the acquisition
                  of such property or equipment, or Liens existing on such
                  property or equipment at the time of its acquisition (other
                  than any such Liens created in contemplation of such
                  acquisition that were not incurred to finance the acquisition
                  of such property) or extensions, renewals or replacements of
                  any of the foregoing for the same or a lesser amount,
                  provided, however, that no such Lien shall extend to or cover
                  any properties of any character other than the real property
                  or equipment being acquired, and no such extension, renewal or
                  replacement shall extend to or cover any properties not
                  theretofore subject to the Lien being extended, renewed or



<PAGE>   46

                                       42


                  replaced, provided further that the aggregate principal amount
                  of the indebtedness secured by the Liens referred to in this
                  clause (ii) shall not exceed $20,000,000 at any time
                  outstanding,

                           (iii) the Liens existing on the Effective Date and
                  described on Schedule 5.02(a) hereto,

                           (iv) Liens on property of a Person existing at the
                  time such Person is merged into or consolidated with the
                  Borrower or any Subsidiary of the Borrower or becomes a
                  Subsidiary of the Borrower; provided that such Liens were not
                  created in contemplation of such merger, consolidation or
                  acquisition and do not extend to any assets other than those
                  of the Person so merged into or consolidated with the Borrower
                  or such Subsidiary or acquired by the Borrower or such
                  Subsidiary,

                           (v) other Liens securing Debt in an aggregate
                  principal amount not to exceed $20,000,000 at any time
                  outstanding, and

                           (vi) Liens on the rights of the Borrower under one or
                  more agreements between the Parent and the Borrower, whereby
                  the Parent agrees to provide to the Borrower financial support
                  (in the form of cash or liquid assets) in an aggregate amount
                  no greater than $1,200,000,000, to the extent that the
                  Borrower is unable to make timely payment of interest,
                  principal or premium (or expenses or other obligations related
                  thereto) on any Debt of the Borrower (other than the Debt
                  hereunder), provided that such Liens are granted in favor of
                  one or more creditors under such Debt in order to secure the
                  obligations of the Borrower thereunder, and

                           (vii) the replacement, extension or renewal of any
                  Lien permitted by clause (iii), (iv) or (vi) above upon or in
                  the same property theretofore subject thereto or the
                  replacement, extension or renewal (without increase in the
                  amount or change in any direct or contingent obligor) of the
                  Debt secured thereby.

                  (b) Mergers, Etc. Merge or consolidate with or into, or
         convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its assets (whether now owned or hereafter acquired) to, any Person, or
         permit any of its Subsidiaries to do so, except that (i) any Subsidiary
         of the Borrower may merge or consolidate with or into any other
         Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may
         merge with or dispose of assets to the Borrower, (iii) the Borrower may
         merge into the Parent, and (iv) the Borrower may merge or consolidate
         with or into another Person if the Borrower is the surviving entity and
         (1) the Parent and the Borrower shall have executed and delivered, and
         the Agent shall have accepted, the Assignment and Assumption Agreement
         accompanied by the documentation set forth in Section 2.18(ii) or (2)
         the Parent shall have executed and delivered, and the Agent shall have
         accepted, the Guaranty accompanied by the documentation set forth in
         Section


<PAGE>   47

                                       43


         2.18(ii), provided, in each case, that no Default shall have occurred
         and be continuing at the time of such proposed transaction or would
         result therefrom.

                  (c) Change in Nature of Business. Make any material change in
         the nature of its business as carried on at the date hereof.

                  (d) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required or permitted by generally
         accepted accounting principles.

                  SECTION 5.03. Negative Covenants Applicable on or after the
         Parent Assumption Date. Notwithstanding anything in the contrary set
         forth in Section 5.02, at all times on and after the Parent Assumption
         Date so long as any Advance shall remain unpaid or any Lender shall
         have any Commitment hereunder, the Borrower will not:

                  (a) Liens, Etc. Create or suffer to exist, or permit any
         Significant Subsidiary to create or suffer to exist, any Lien on or
         with respect to any shares of any class of equity securities
         (including, without limitation, Voting Stock) of any Significant
         Subsidiary, whether such shares are now owned or hereafter acquired.

                  (b) Debt. Create, incur, assume or suffer to exist any Debt
         except Debt that is expressly or effectively pari passu with or
         expressly subordinated to the Debt of the Borrower hereunder.

                  (c) Mergers, Etc. Merge or consolidate with or into, or
         convey, transfer, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its assets (whether now owned or hereafter acquired) to, any Person, or
         permit any Significant Subsidiary to do so, except that (i) any
         Significant Subsidiary may merge or consolidate with or into any other
         Significant Subsidiary, (ii) any Significant Subsidiary may merge into
         or dispose of assets to the Borrower, and (iii) the Borrower may merge
         or consolidate with or into any other Person if the surviving entity
         has senior unsecured Debt outstanding rated at least BBB- by S&P and
         Baa3 by Moody's; provided, in each case, that no Default shall have
         occurred and be continuing at the time of such proposed transaction or
         would result therefrom.

                  (d) Change in Nature of Business. Make, or permit any of its
         Significant Subsidiaries to make, any material change in the nature of
         its business as carried on January 18, 2000 other than as disclosed in
         the SEC Reports.

                  (e) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required or permitted by generally
         accepted accounting principles.

<PAGE>   48

                                       44


                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

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

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

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.10(b), 5.01(d), (e)
         or (h), 5.02 or (if applicable) 5.03 or in the Collateral Assignment
         Agreement, (ii) the Parent shall fail to perform or observe any term,
         covenant or agreement contained in the Support Agreement or the
         Guaranty, as applicable, or (iii) the Borrower shall fail to perform or
         observe any other term, covenant or agreement contained in any Loan
         Document on its part to be performed or observed if such failure shall
         remain unremedied for 10 days after written notice thereof shall have
         been given to the Borrower by the Agent or any Lender; or

                  (d) Either Loan Party or any of its Subsidiaries shall fail to
         pay any principal of or premium or interest on any Debt that is
         outstanding in a principal or notional amount of at least $10,000,000
         in the aggregate (but excluding Debt outstanding hereunder and
         Nonrecourse Debt) of such Loan Party or such Subsidiary (as the case
         may be), when the same becomes due and payable (whether by scheduled
         maturity, required prepayment, acceleration, demand or otherwise), and
         such failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt; or any
         other event shall occur or condition shall exist under any agreement or
         instrument relating to any such Debt and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt; or any
         such Debt shall be declared to be due and payable, or required to be
         prepaid or redeemed (other than by a regularly scheduled required
         prepayment or redemption), purchased or defeased, or an offer to
         prepay, redeem, purchase or defease such Debt shall be required to be
         made, in each case prior to the stated maturity thereof; or

                  (e) Either Loan Party or DECO shall generally not pay its
         debts as such debts become due, or shall admit in writing its inability
         to pay its debts generally, or shall make a general assignment for the
         benefit of creditors; or any proceeding shall be instituted by or
         against either Loan Party or any of its Subsidiaries seeking to
         adjudicate it a bankrupt or insolvent, or seeking liquidation, winding
         up, reorganization, arrangement, adjustment, protection, relief, or
         composition of it or its debts under any law relating to bankruptcy,

<PAGE>   49

                                       45


         insolvency or reorganization or relief of debtors, or seeking the entry
         of an order for relief or the appointment of a receiver, trustee,
         custodian or other similar official for it or for any substantial part
         of its property and, in the case of any such proceeding instituted
         against it (but not instituted by it), either such proceeding shall
         remain undismissed or unstayed for a period of 30 days, or any of the
         actions sought in such proceeding (including, without limitation, the
         entry of an order for relief against, or the appointment of a receiver,
         trustee, custodian or other similar official for, it or for any
         substantial part of its property) shall occur; or either Loan Party or
         any of its Subsidiaries shall take any corporate action to authorize
         any of the actions set forth above in this subsection (e); or

                  (f) Any judgment or order for the payment of money in excess
         of $10,000,000 shall be rendered against either Loan Party or any of
         its Subsidiaries and either (i) enforcement proceedings shall have been
         commenced by any creditor upon such judgment or order or (ii) there
         shall be any period of 10 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (g) Any non-monetary judgment or order shall be rendered
         against either Loan Party or any of its Subsidiaries that could be
         reasonably expected to have a Material Adverse Effect, and there shall
         be any period of 10 consecutive days during which a stay of enforcement
         of such judgment or order, by reason of a pending appeal or otherwise,
         shall not be in effect; or

                  (h) The Parent shall at any time (i) cease to hold 100% of the
         Voting Stock of the Borrower unless the Parent and the Borrower shall
         have executed and delivered, and the Agent shall have accepted, the
         Assignment and Assumption Agreement accompanied by the documentation
         set forth in Section 2.18(ii) or (ii) cease to hold 100% of the Voting
         Stock of DECO; or

                  (i) The Borrower or any of its ERISA Affiliates shall incur,
         or, in the reasonable opinion of the Required Lenders, shall be
         reasonably likely to incur liability in excess of $10,000,000 in the
         aggregate as a result of one or more of the following: (i) the
         occurrence of any ERISA Event; (ii) the partial or complete withdrawal
         of the Borrower or any of its ERISA Affiliates from a Multiemployer
         Plan; or (iii) the reorganization or termination of a Multiemployer
         Plan; or

                  (j) The Parent and its Subsidiaries, on a Consolidated basis,
shall at any time cease to:

                           (i) Maintain a ratio of Consolidated EBITDA to cash
                  interest payable on all Debt (excluding, (A) such Nonrecourse
                  Debt of their own and of their Subsidiaries and Affiliates as
                  would be listed as such in the financial statements of the
                  Parent of the kind delivered pursuant to Section 5.01(h)(ii)
                  and (iii) and (B) the Junior Subordinated Debentures) of not
                  less than 2:1 for each period of four consecutive fiscal
                  quarters ending on the last day of September, December, March
                  and June of each year, or

<PAGE>   50

                                       46


                           (ii) Maintain a ratio of Consolidated Debt
                  (excluding, (A) such Nonrecourse Debt of their own and of
                  their Subsidiaries as would be listed in the financial
                  statements of the Parent and (B) the Junior Subordinated
                  Debentures) to Capitalization of not greater than .65:1; or

                  (k) any provision of any of the Loan Documents after delivery
         thereof pursuant to Section 3.01 shall for any reason cease to be valid
         and binding on or enforceable against any Loan Party to it, or any such
         Loan Party shall so state in writing;

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


                                   ARTICLE VII

                                    THE AGENT

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

                  SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the


<PAGE>   51

                                       47


Agent: (i) may treat the payee of any Note as the holder thereof until the Agent
receives and accepts an Assignment and Acceptance entered into by the Lender
that is the payee of such Note, as assignor, and an Eligible Assignee, as
assignee, as provided in Section 8.07; (ii) may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower; (v) shall not be responsible to any Lender
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, any
Loan Document or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telecopier, telegram or telex) believed by it to be genuine and signed or
sent by the proper party or parties.

                  SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.

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

                  SECTION 7.05. Indemnification. The Lenders (other than the
Designated Bidders) agree to indemnify the Agent (to the extent not reimbursed
by the Borrower), ratably according to the respective principal amounts of the
Revolving Credit Notes then held by each of them (or if no Revolving Credit
Notes are at the time outstanding or if any Revolving Credit Notes are held by
Persons that are not Lenders, ratably according to the respective amounts of
their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way

<PAGE>   52

                                       48


relating to or arising out of any Loan Document or any action taken or omitted
by the Agent under any Loan Document, provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender (other than the Designated Bidders) agrees to reimburse
the Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, any Loan
Document, to the extent that the Agent is not reimbursed for such expenses by
the Borrower.

                  SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders (other than
the Designated Bidders), do any of the following: (a) waive any of the
conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Revolving Credit Notes or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Notes or any fees or other
amounts payable hereunder, (e) change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Revolving Credit Notes, or the
number of Lenders, that shall be required for the Lenders or

<PAGE>   53

                                       49


any of them to take any action hereunder or (f) amend this Section 8.01; and
provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or any
Note.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 200 Second Avenue, Detroit,
MI 48226, Attention: Christopher C. Arvani; if to any Initial Lender, at its
Domestic Lending Office specified opposite its name on Schedule I hereto; if to
any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; and if to the Agent, at its
address at Two Penns Way, Suite 200, New Castle, Delaware 19720 Attention:
Christian Laughton, with a copy to J. Nicholas McKee, 399 Park Avenue, New York,
New York 10043; or, as to the Borrower or the Agent, at such other address as
shall be designated by such party in a written notice to the other parties and,
as to each other party, at such other address as shall be designated by such
party in a written notice to the Borrower and the Agent. All such notices and
communications shall, when mailed, telecopied, telegraphed or telexed, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or confirmed by telex answerback, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VII shall not be
effective until received by the Agent. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of a manually executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand all reasonable costs and reasonable expenses of the Agent in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes, each other Loan
Document and the other documents to be delivered hereunder and thereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and reasonable expenses of counsel for the Agent with respect thereto and
with respect to advising the Agent as to its rights and responsibilities under
the Loan Documents. The Borrower further agrees to pay on demand all reasonable
costs and reasonable expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable internal and external counsel fees and expenses,
provided such fees and expenses are not duplicative), in connection with the
"workout", restructuring or enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Notes and the other documents
to be delivered hereunder, including, without limitation, reasonable fees and
expenses of counsel for the Agent and each Lender in connection with the
enforcement of rights under this Section 8.04(a).

<PAGE>   54

                                       50


         (b) The Borrower agrees to indemnify, to the extent legally
permissible, and hold harmless the Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an "Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with (i) the Notes, this Agreement, the other Loan Documents any of
the transactions contemplated herein or therein or the actual or proposed use of
the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous
Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, in each case whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated, except to the extent such claim, damage, loss, liability
or expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. The Borrower also agrees not to assert any claim against the
Agent, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys and agents, on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to the Notes, this Agreement, the other Loan Documents
any of the transactions contemplated herein or therein or the actual or proposed
use of the proceeds of the Advances.

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

         (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of each Loan Party contained
in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby

<PAGE>   55

                                       51


authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Affiliate to or for the credit or the account
of either Loan Party against any and all of the obligations of either Loan Party
now or hereafter existing under the Loan Documents Agreement and the Note held
by such Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify such Loan Party after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender and its
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Lender and
its Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders to any
Person, except to the Parent pursuant to the Assignment and Assumption Agreement
accompanied by the documentation set forth in Section 2.18(ii).

                  SECTION 8.07. Assignments, Designations and Participations.
(a) Each Lender (other than the Designated Bidders) may, with the prior consent
of the Agent and (for so long as no Default has occurred and is continuing) the
Borrower (which consent shall not be unreasonably withheld) assign to one or
more Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Revolving Credit Advances owed to it and the Revolving Credit Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this Agreement
(other than any right to make Competitive Bid Advances, Competitive Bid Advances
owing to it and Competitive Bid Notes), (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this Agreement, the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, and (iv) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Revolving Credit Note
subject to such assignment and a processing and recordation fee of $3,000. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to

<PAGE>   56

                                       52


such Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

         (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or any
other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

         (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Agent in exchange for the surrendered Revolving
Credit Note a new Note to the order of such Eligible Assignee in an amount equal
to the Commitment assumed by it pursuant to such Assignment and Acceptance and,
if the assigning Lender has retained a Commitment hereunder, a new Revolving
Credit Note to the order of the assigning Lender in an amount equal to the
Commitment retained by it hereunder. Such new Revolving Credit Note or Notes
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Revolving Credit Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1 hereto.

<PAGE>   57

                                       53


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

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

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

         (g) The Agent shall maintain at its address referred to in Section 8.02
a copy of each Assignment and Acceptance and each Designation Agreement
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders and, with respect to Lenders other than Designated
Bidders, the Commitment of, and principal amount of the


<PAGE>   58

                                       54


Advances owing to, each Lender from time to time (the "Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         (h) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and the
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to any
departure by the Borrower therefrom, except to the extent that such amendment,
waiver or consent would (A) reduce the principal of, or interest on, the Notes
or any fees or other amounts payable hereunder, (B) increase the Commitments or
(C) release the Parent under the Guaranty or terminate the Guaranty, in each
case to the extent subject to such participation, or postpone any date fixed for
any payment of principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation. Each participant shall be entitled to the benefits of Sections
2.11, 2.12 and 2.14 to the same extent as if it were a Lender and had acquired
its interest under this Agreement by an assignment made pursuant to this Section
8.07, provided, however, that in no event shall the Borrower be obligated to
make any payment with respect to such Sections that is greater than the amount
that the Borrower would have otherwise made had no participations been sold
under this Section 8.07(h).

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

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


<PAGE>   59

                                       55


portion of its Commitment, the Revolving Credit Advances owed to it and the
Revolving Credit Note or Notes held by it) to any of its Affiliates.

                  SECTION 8.08. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(i), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process, (c) to any rating agency when required
by it, provided that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Confidential Information
relating to either Loan Party received by it from such Lender and (d) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.

                  SECTION 8.09.  Governing  Law.  This  Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

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

                  SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

         (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                  SECTION 8.12. Effective Date. As of the Effective Date, (i)
the Existing Credit Agreement is amended and restated in full as set forth in
this Agreement, (ii) the Commitments

<PAGE>   60

                                       56


(including the Existing Commitments) are restated as set forth in the signature
pages hereof, (iii) the Existing Notes are cancelled and replaced by the Notes,
and (iv) all obligations which, by the terms of the Existing Credit Agreement,
are evidenced by the Existing Notes are evidenced by the Notes.

                  SECTION 8.13. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

<PAGE>   61




                                                                            S-1





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


                                            DTE CAPITAL CORPORATION


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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   62


                                                                             S-2


Commitment                                  Lenders

$31,000,000                                 CITIBANK, N.A.


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




         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   63


                                                                            S-3



Commitment                                   ABN AMRO BANK N.V.

$26,000,000

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



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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   64

                                                                             S-4


Commitment                                   BANK ONE, NA

$26,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   65

                                                                             S-5


Commitment                                    BARCLAYS BANK PLC

$26,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   66

                                                                             S-6

Commitment                                    BAYERISCHE LANDESBANK
                                                 GIROZENTRALE, CAYMAN
$26,000,000                                      ISLANDS BRANCH



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


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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   67

                                                                             S-7



Commitment                                     COMERICA BANK

$26,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   68
                                                                             S-8


Commitment                                      DEN DANSKE BANK AKTIESELSKAB

$26,000,000

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



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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   69
                                                                             S-9


Commitment                                      THE BANK OF NEW YORK

$20,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   70
                                                                            S-10


Commitment                                      THE BANK OF NOVA SCOTIA

$20,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   71
                                                                            S-11


Commitment                                  THE CHASE MANHATTAN BANK

$20,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   72
                                                                            S-12




Commitment                                  FIRST UNION NATIONAL BANK

$20,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   73
                                                                            S-13



Commitment                                  SOCIETE GENERALE, CHICAGO
BRANCH

$20,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   74
                                                                            S-14




Commitment                                  BANK HAPOALIM, B.M.

$15,000,000

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



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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   75
                                                                            S-15



Commitment                                  BW CAPITAL MARKETS, INC.

$12,000,000

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



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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   76
                                                                            S-16


Commitment                                  THE INDUSTRIAL BANK OF JAPAN,
$12,000,000


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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   77
                                                                            S-17


Commitment                                  MELLON BANK, N.A.

$12,000,000

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




         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   78
                                                                            S-18


Commitment                                  PARIBAS

$12,000,000

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



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




         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   79
                                                                            S-19


Commitment                                  UNION BANK OF CALIFORNIA, N.A.

$12,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   80
                                                                            S-20


Commitment                                  CIBC, INC.

$10,000,000

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


         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   81
                                                                            S-21


Commitment                                    THE DAI-ICHI KANGYO BANK, LTD.

$10,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   82


                                                                            S-22


Commitment                                    KEYBANK NATIONAL ASSOCIATION

$10,000,00

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



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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   83

                                                                            S-23


Commitment                                    MICHIGAN NATIONAL BANK

$8,000,000

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



         SIGNATURE PAGE TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   84




<TABLE>
<CAPTION>

                                                                                                            SCHEDULE I
                                                                                               DTE CAPITAL CORPORATION
                                                                                            APPLICABLE LENDING OFFICES

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

NAME OF INITIAL LENDER             DOMESTIC LENDING OFFICE                  EURODOLLAR LENDING OFFICE
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                      <C>
Citibank, N.A.                     Two Penns Way, Suite 200                 Same as Domestic Lending Office
                                   New Castle, DE  19720
                                   Attention: Christian Laughton
                                   Telecopier: (302) 894-6120
---------------------------------- ---------------------------------------- ----------------------------------------

ABN AMRO Bank N.V.                 208 South LaSalle, Suite 1500            Same as Domestic Lending Office
                                   Chicago, IL  60604-1003
                                   Attention: Loan Administration
                                   Telecopier:  (312) 992-5155
---------------------------------- ---------------------------------------- ----------------------------------------

Bank Hapoalim B.M.                 1177 Avenue of the Americas              Same as Domestic Lending Office
                                   New York, New York  10036
                                   Attention: Laura Raffa
                                   Telecopier:  (212) 782-2187
---------------------------------- ---------------------------------------- ----------------------------------------

Bank One, NA                       One First National Plaza                 Same as Domestic Lending Office
                                   Chicago, IL  60670
                                   Attention:  Lynn Pozsgay
                                   Telecopier:  (312) 732-3055
---------------------------------- ---------------------------------------- ----------------------------------------

The Bank of New York               One Wall Street                          Same as Domestic Lending Office
                                   New York, NY  10286
                                   Attention:  Lisa Williams
                                   Telecopier:  (212) 635-7923
---------------------------------- ---------------------------------------- ----------------------------------------

The Bank of Nova Scotia            600 Peachtree St. N.E., Suite 2700       Same as Domestic Lending Office
                                   Atlanta, GA 30308
                                   Attention:  Shannon Dancila
                                   Telecopier:  (404)  888-8998
---------------------------------- ---------------------------------------- ----------------------------------------

Barclays Bank PLC                  75 Wall Street                           222 Broadway
                                   New York, NY  10265                      New York, NY  10038
                                   Attention:  Christine Francese           Attention:  Dawn Matthews
                                   Telecopier:  (212) 412-5307              Telecopier:  (212) 412-1098
---------------------------------- ---------------------------------------- ----------------------------------------

Bayerische Landesbank              560 Lexington Avenue                     Same as Domestic Lending Office
Girozentrale                       New York, NY  10022
                                   Attention:  Sean O'Sullivan
                                   Telecopier:  (212) 310-9868
---------------------------------- ---------------------------------------- ----------------------------------------

BW Capital Markets, Inc.           630 Fifth Avenue                         Same as Domestic Lending Office
                                   Rockefeller Center, Suite 1919
                                   New York, NY  10111
                                   Attention: Thomas Lowe
                                   Telecopier:  (212) 218-1810
---------------------------------- ---------------------------------------- ----------------------------------------

The Chase Manhattan Bank           One Chase Manhattan Plaza                Same as Domestic Lending Office
                                   Third Floor
                                   New York, NY  10081
                                   Attention:  Lynett Lang
                                   Telecopier:  (212) 552-5777
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   85



<TABLE>
<CAPTION>

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

NAME OF INITIAL LENDER             DOMESTIC LENDING OFFICE                  EURODOLLAR LENDING OFFICE
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                      <C>
CIBC, Inc.                         Two Paces West                           Same as Domestic Lending Office
                                   2727 Paces Ferry Road, Suite 1200
                                   Atlanta, GA  30339
                                   Attention: Sheryl Leonard
                                   Telecopier:  (770) 319-4950
---------------------------------- ---------------------------------------- ----------------------------------------

Comerica Bank                      500 Woodward Avenue, MC 3268             Same as Domestic Lending Office
                                   Detroit, MI  48226
                                   Attention:  Stacie McVeigh
                                   Telecopier:  (313) 222-9514
---------------------------------- ---------------------------------------- ----------------------------------------

The Dai-Ichi Kangyo Bank,          10 S. Wacker Drive, Suite 2600           Same as Domestic Lending Office
Ltd.                               Chicago, IL  60606
                                   Attention:  R. Cummings
                                   Telecopier:  (312) 876-2011
---------------------------------- ---------------------------------------- ----------------------------------------

Den Danske Bank                    280 Park Avenue, 4th Floor               Same as Domestic Lending Office
                                   New York, NY  10017
                                   Attention:  Loan Administration
                                   Telecopier:  (212) 490-0252
---------------------------------- ---------------------------------------- ----------------------------------------

The Industrial Bank of Japan,      227 West Monroe Street, Suite 2600       Same as Domestic Lending Office
   Limited                         Chicago, IL  60606
                                   Attention:  Debbie Sapyta
                                   Telecopier:  (312) 855-8200
---------------------------------- ---------------------------------------- ----------------------------------------

First Union National Bank          One First Union Center                   Same as Domestic Lending Office
                                   Charlotte, NC 28288-0735
                                   Attention:  Tom Bohrer
                                   Telecopier:  (704) 383-6670
---------------------------------- ---------------------------------------- ----------------------------------------

KeyBank National                   127 Public Square                        127 Public Square
Association                        Cleveland, OH  44114                     Cleveland, OH  44114
                                   Attention:  Michael Jackson              Attention:  Laura Binkley
                                   Telecopier:  (216) 689-4981              Telecopier:  (216) 689-4981
---------------------------------- ---------------------------------------- ----------------------------------------

Mellon Bank, N.A.                  Three Mellon Bank Center, Rm 2332        Same as Domestic Lending Office
                                   Pittsburgh, PA  15259
                                   Attention: Kathy Capp
                                   Telecopier:  (412) 234-4644
---------------------------------- ---------------------------------------- ----------------------------------------

Michigan National Bank             27777 Inkster Road                       Same as Domestic Lending Office
                                   Dept. 10-64
                                   Farmington Hills, MI 48333-9065
                                   Attention:  James Tesen
                                   Telecopier:  (248) 473-3577
---------------------------------- ---------------------------------------- ----------------------------------------

 Paribas                           787 Seventh Avenue                       Same as Domestic Lending Office
                                   New York, NY  10019
                                   Attention:  Tecla Hurley
                                   Telecopier:  (212) 841-2217
---------------------------------- ---------------------------------------- ----------------------------------------

The Sanwa Bank                     10 South Wacker Drive                    Same as Domestic Lending Office
                                   Chicago, IL  60606
                                   Attention:  Richard Ault
                                   Telecopier:  (312) 346-6677
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   86


<TABLE>
<CAPTION>

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

NAME OF INITIAL LENDER             DOMESTIC LENDING OFFICE                  EURODOLLAR LENDING OFFICE
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                       <C>
Societe Generale                   181 West Madison, Suite 3400             181 West Madison, Suite 3400
                                   Chicago, IL  60602                       Chicago, IL  60602
                                   Attention:  R. Boyd Harman               Attention:  Albert Tune
                                   Telecopier:  (312) 578-5099              Telecopier:  (312) 578-5099
---------------------------------- ---------------------------------------- ----------------------------------------

Union Bank of California,          Energy Capital Services                  Same as Domestic Lending Office
N.A.                               445 S. Figueroa Street, 15th Floor
                                   Los Angeles, CA  90071
                                   Attention:  Patricia Gonzalez
                                   Telecopier:  (213) 236-4096
--------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   87





                                Schedule 5.02(a)

                                 Existing Liens



                                      None.



<PAGE>   88


                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE


U.S.$                                         Dated:                 , 2000
     ---------------                                 ----------------

                  FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
                          (the "Lender") for the account of its Applicable
Lending Office on the Revolver Termination Date (each as defined in the Credit
Agreement referred to below) or, if the Borrower makes a Term Loan Election, on
the Maturity Date (each as defined in the Credit Agreement referred to below),
the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if
less, the aggregate principal amount of the Revolving Credit Advances made by
the Lender to the Borrower pursuant to the Third Amended and Restated Credit
Agreement dated as of January 18, 2000 (as amended or modified from time to
time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) among the Borrower, the Lender and certain other lenders
parties thereto, and Citibank, N.A., as Agent for the Lender and such other
lenders outstanding on the Revolver Termination Date or Maturity Date, as
applicable.

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

                  Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A., as Agent, at Two Penns Way, Suite
200, New Castle, Delaware 19720, Account No. 36852248, Attention: Christian
Laughton, in same day funds. Each Revolving Credit Advance owing to the Lender
by the Borrower pursuant to the Credit Agreement, and all payments made on
account of principal thereof, shall be recorded by the Lender and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note.

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

                                              [NAME OF BORROWER]


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


<PAGE>   89


                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>






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

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


===============================================================================================================================
</TABLE>



<PAGE>   90



                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE


U.S.$                                                Dated:              ,
     ---------------                                        -------------  ----

                  FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a
Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
                          (the "Lender") for the account of its Applicable
Lending Office (as defined in the Third Amended and Restated Credit Agreement
dated as of January 18, 2000 (as amended or modified from time to time, the
"Credit Agreement"; the terms defined therein being used herein as therein
defined)) among the Borrower, the Lender and certain other lenders parties
thereto, and Citibank, N.A., as Agent for the Lender and such other lenders), on
               ,      the principal amount of $U.S.               .

                  The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid in full,
at the interest rate and payable on the interest payment date or dates provided
below:

     Interest Rate:      % per annum (calculated on the basis of a year of days
     for the actual number of days elapsed).

                  Both principal and interest are payable in lawful money of the
United States of America to                           for the account of the
Lender at the office of                          , at
in same day funds.

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

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

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                              [NAME OF BORROWER]


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


<PAGE>   91





                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

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

                  Attention:
                             ----------------

Ladies and Gentlemen:

              The undersigned, [NAME OF BORROWER], refers to the Third Amended
and Restated Credit Agreement, dated as of January 18, 2000 (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined), among the undersigned, certain Lenders
parties thereto and                     , as Agent for said Lenders, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement
that the undersigned hereby requests a Revolving Credit Borrowing under the
Credit Agreement, and in that connection sets forth below the information
relating to such Revolving Credit Borrowing (the "Proposed Revolving Credit
Borrowing") as required by Section 2.02(a) of the Credit Agreement:

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

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

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

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

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

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



<PAGE>   92

                                                                               2





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

                                            Very truly yours,

                                            [NAME OF BORROWER]


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


<PAGE>   93





                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING


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


                  Attention:
                             ----------------


Ladies and Gentlemen:

              The undersigned, [NAME OF BORROWER], refers to the Third Amended
and Restated Credit Agreement, dated as of January 18, 2000 (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined), among the undersigned, certain Lenders
parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that
the undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive
Bid Borrowing (the "Proposed Competitive Bid Borrowing") is requested to be
made:

         (A)  Date of Competitive Bid Borrowing
                                                  ------------------------
         (B)  Amount of Competitive Bid Borrowing
                                                  ------------------------
         (C)  [Maturity Date] [Interest Period]
                                                  ------------------------
         (D)  Interest Rate Basis
                                                  ------------------------
         (E)  Interest Payment Date(s)
                                                  ------------------------
         (F)
              -------------------                 ------------------------
         (G)
              -------------------                 ------------------------
         (H)
              -------------------                 ------------------------

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

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

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


<PAGE>   94

                                                                               2

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

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

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

                                              Very truly yours,

                                              [NAME OF BORROWER]



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


<PAGE>   95





                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


              Reference is made to the Third Amended and Restated Credit
Agreement dated as of January 18, 2000 (as amended or modified from time to
time, the "Credit Agreement") among DTE Capital Corporation, a Michigan
corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement)
and Citibank, N.A., as agent for the Lenders (the "Agent"). Terms defined in the
Credit Agreement are used herein with the same meaning.

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

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

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

              3.    The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms


<PAGE>   96

                                                                               2



that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service
forms required under Section 2.14 of the Credit Agreement.

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

              5.    Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

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

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

              8.    This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

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

<PAGE>   97





                                                                               3




                                   Schedule 1
                                       to
                            Assignment and Acceptance
         Percentage interest assigned:
              %
         -----

         Assignee's Commitment:
         $
          ----------

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

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

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

         Effective Date(1):
                                           ,
                          -----------------  ----

                                              [NAME OF ASSIGNOR], as Assignor

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

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

                                              [NAME OF ASSIGNEE], as Assignee

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

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

                                              Domestic Lending Office:
                                               [Address]
                                              Eurodollar Lending Office:
                                               [Address]

Accepted [and Approved](2) this

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

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

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



<PAGE>   98


                                                                               4


           day of                ,
----------        ---------------  ----

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

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

[Approved this            day of                ,     .]
               ----------        ---------------  ----

[NAME OF BORROWER]

By                            ]**
  ----------------------------
   Title:


<PAGE>   99





                                                             EXHIBIT D - FORM OF
                                                           DESIGNATION AGREEMENT

                          Dated                ,
                               ---------------  ----

              Reference is made to the Third Amended and Restated Credit
Agreement dated as of January 18, 2000 (as amended or modified from time to
time, the "Credit Agreement") among DTE Capital Corporation, a Michigan
corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement)
and Citibank, N.A., as agent for the Lenders (the "Agent"). Terms defined in the
Credit Agreement are used herein with the same meaning.

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

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

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

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

              4.    Following the execution of this Designation Agreement by
the Designor and its Designee, it will be delivered to the Agent for acceptance
and recording by the Agent. The effective date for this Designation Agreement
(the "Effective Date") shall be the date of acceptance hereof by the Agent,
unless otherwise specified on the signature page hereto.
<PAGE>   100
                                                                               2




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

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

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

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

Effective Date(3):
                                ---------------, -----

                           [NAME OF DESIGNOR],
                               as Designor

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

                           [NAME OF DESIGNEE],
                             as Designee

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

                           Applicable Lending Office (and address for notices):

                                        [Address]

Accepted this    day
             ---
of                ,
  ----------------- -----

-------------------------, as Agent
By
  -----------------------
  Title:

-------------------
(3)      This date should be no earlier than five Business Days after the
         delivery of this Designation Agreement to the Agent.

<PAGE>   101





                                                 EXHIBIT E - FORM OF CERTIFICATE
                                                           BY DTE ENERGY COMPANY

                               DTE ENERGY COMPANY
                              OFFICER'S CERTIFICATE

                  I,                          , [Insert title of Financial
Officer (as defined in the Credit Agreement)] of DTE ENERGY COMPANY, a Michigan
corporation (the "Parent"), DO HEREBY CERTIFY, in connection with a Borrowing on
this date under the Third Amended and Restated Credit Agreement dated as of
January 18, 2000 among DTE Capital Corporation, the Banks parties thereto,
Citibank, N.A., as agent for said Banks (the "Credit Agreement", the terms
defined therein being used herein as therein defined), that:

                  1. The Parent is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Michigan.

                  2. The execution, delivery and performance by the Parent of
         the Support Agreement, and the consummation of the transactions
         contemplated hereby and thereby, are within the Parent's corporate
         powers, have been duly authorized by all necessary corporate action,
         and do not contravene (i) the Parent's charter or by-laws or (ii) law
         or any contractual restriction binding on or affecting the Parent.

                  3. All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated by the
         Support Agreement and the other Loan Documents to which the Parent is a
         party shall have been obtained (without the imposition of any
         conditions that are not acceptable to the Lenders) and shall remain in
         effect, and no law or regulation shall be applicable that restrains,
         prevents or imposes materially adverse conditions upon the Parent with
         respect to the transactions contemplated by the Loan Documents to which
         it is a party.

                  4. The Support Agreement has been, and each of the other Loan
         Documents to which the Parent is a party when delivered pursuant to the
         Credit Agreement will have been, duly executed and delivered by the
         Parent. The Support Agreement is, and each of the other Loan Documents
         to which it is a party when delivered hereunder will be, the legal,
         valid and binding obligation of the Parent enforceable against the
         Parent in accordance with their respective terms, subject to the effect
         of any applicable bankruptcy, insolvency, reorganization, moratorium or
         similar law affecting creditors rights generally.

                  5. The Consolidated balance sheet of the Parent and its
         Subsidiaries as at December 31, 1998, and the related Consolidated
         statements of income and cash flows of the Parent and its Subsidiaries
         for the fiscal year then ended, accompanied by an opinion of Deloitte &
         Touche LLP, independent public accountants, and the Consolidated
         balance sheet of the Parent and its Subsidiaries as at September 30,
         1999 and the related Consolidated statements of income and cash flows
         of the Parent and its Subsidiaries for the nine months then ended,
         copies of which have been furnished to each Lender, attached hereto as
         Annex A are hereby duly certified by [Insert title of Financial
         Officer],


<PAGE>   102


         as fairly presenting, subject in the case of said balance sheet as at
         September 30, 1999, and said statements of income and cash flows for
         the nine months then ended, to year-end audit adjustments, the
         Consolidated financial condition of the Parent and its Subsidiaries as
         at such dates and the Consolidated results of the operations of the
         Parent and its Subsidiaries for the periods ended on such dates, all in
         accordance with generally accepted accounting principles consistently
         applied. Since December 31, 1998 there has been no Material Adverse
         Change with respect to the Parent.

                  IN WITNESS WHEREOF, I have signed this certificate this 18th
day of January, 2000.

                                    ------------------------------------
                                    [Title:]





                      SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   103





                                                             EXHIBIT F - FORM OF
                                          OPINION OF COUNSEL TO THE LOAN PARTIES



                                                 [Date]


  To each of the Lenders parties
  to the Third Amended and
  Restated Credit Agreement
  dated as of January 18, 2000
  among DTE Capital Corporation,
  said Lenders and Citibank, N.A.
  as Agent, with Salomon Smith Barney
  Inc. as Arranger

                             DTE Capital Corporation

  Ladies and Gentlemen:

           This opinion is furnished to you pursuant to Section 3.01(h)(vii) of
  the Third Amended and Restated Credit Agreement, dated as of January 18, 2000
  (the "CREDIT AGREEMENT"), among DTE Capital Corporation (the "BORROWER"), the
  Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, with
  Salomon Smith Barney Inc. as Arranger. Terms defined in the Credit Agreement
  are used herein as therein defined.

           I am General Counsel for each Loan Party, and have acted in that
  capacity in connection with the preparation, execution and delivery of the
  Loan Documents.

           In that connection, I, in conjunction with the members of my staff,
have examined:

               (1) Each Loan Document, executed by each of the parties thereto.

               (2) The other documents furnished by the Borrower pursuant to
          Article III of the Credit Agreement.

               (3) The Articles of Incorporation of each Loan Party and all
          amendments thereto (the "CHARTERS").

               (4) The By-Laws of each Loan Party and all amendments thereto
          (the "BY-LAWS").

               (5) Certificates from the State of Michigan attesting to the
          continued corporate existence and good standing of each Loan Party in
          that State.


<PAGE>   104
                                                                               2
To each of the Lenders parties
to the Third Amended and
Restated Credit Agreement
dated as of January 18, 2000
among DTE Capital Corporation,
said Lenders and Citibank, N.A.
as Agent, with Salomon Smith Barney
Inc. as Arranger


               (6)        Acknowledgment copies or stamped receipt copies of the
          UCC-1 financial statement filed by the Agent in connection with the
          Existing Credit Agreement and any amendments thereto (the "UCC
          FILINGS") under the Uniform Commercial Code as in effect the State of
          Michigan (the "UCC"), naming the Borrower as debtor and the Agent as
          secured party, which UCC Filings have been filed in the filing offices
          listed in Schedule 1 hereto.

  I have also examined the originals, or copies certified to my satisfaction, of
  the documents listed in a certificate of a Financial Officer of each Loan
  Party, dated the date hereof (the "CERTIFICATES"), certifying that the
  documents listed in such certificate are all of the indentures, loan or credit
  agreements, leases, guarantees, mortgages, security agreements, bonds, notes
  and other agreements or instruments, and all of the orders, writs, judgments,
  awards, injunctions and decrees, that affect or purport to affect the
  Borrower's right to borrow money or any Loan Party's obligations under the
  Loan Documents to which it is party. In addition, I have examined the
  originals, copies certified to my satisfaction, of such other corporate
  records of each Loan Party, certificates of public officials and of officers
  of each Loan Party, and agreements, instruments and other documents, as we
  have deemed necessary as a basis for the opinions expressed below. As to
  questions of fact material to such opinions, I have, when relevant facts were
  not independently established by me, relied upon certificates of public
  officials. I have assumed the due execution and delivery, pursuant to due
  authorization, of the Credit Agreement by the Initial Lenders and the Agent.

           My opinions expressed below are limited to the law of the State of
  Michigan and the federal law of the United States.

           Based upon the foregoing and upon such investigation as I have deemed
  necessary, I am of the following opinion:

         SECTION 2. Each Loan Party is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Michigan.

         SECTION 3. The execution, delivery and performance by each Loan Party
     of the Loan Documents to which it is party, and the consummation of the
     transactions contemplated thereby, are within such Loan Party's corporate
     powers, have been duly authorized by all necessary corporate action, and do
     not contravene (i) the Charters or the By-Laws of such Loan Party or (ii)
     any law, rule or regulation applicable to such Loan Party (including,
     without limitation, Regulation X of the Board of Governors of the Federal
     Reserve System) or (iii) any contractual or legal restriction contained in
     any document listed in the Certificates or, to the best of my knowledge
     (after due inquiry), contained in any other similar document.

<PAGE>   105
                                                                               3

To each of the Lenders parties
to the Third Amended and
Restated Credit Agreement
dated as of January 18, 2000
among DTE Capital Corporation,
said Lenders and Citibank, N.A.
as Agent, with Salomon Smith Barney
Inc. as Arranger

          SECTION 4. No authorization, approval or other action by, and no
     notice to or filing with, any governmental authority or regulatory body or
     any other third party is required for (i) the due execution, delivery,
     recordation, filing or performance by the Loan Parties of the Loan
     Documents to which each is a party, and (ii) the grant by the Borrower of
     the security interest granted by it pursuant to the Assignment Agreement.

          SECTION 5. Each Loan Document has been duly executed and delivered on
     behalf of each Loan Party thereto.

          SECTION 6. Except as may have been disclosed to you in the SEC
     Reports, to the best of my knowledge (after due inquiry) there are no
     pending or overtly threatened actions or proceedings affecting any Loan
     Party or any of their Subsidiaries before any court, governmental agency or
     arbitrator that (i) could be reasonably likely to have a Material Adverse
     Effect or (ii) purport to affect the legality, validity, binding effect or
     enforceability of any Loan Documents or the consummation of the
     transactions contemplated thereby.

          SECTION 7. If, despite the provisions of Section 8.09 of the Credit
     Agreement, Section 17 of the Collateral Assignment Agreement and Section 10
     of the Support Agreement wherein the parties thereto agree that the Loan
     Documents shall be governed by, and construed in accordance with, the laws
     of the State of New York, a court of the State of Michigan or a federal
     court sitting in the State of Michigan were to hold that the Loan Documents
     are governed by, and to be construed in accordance with the laws of the
     State of Michigan, the Loan Documents would be, under the laws of the State
     of Michigan, legal, valid and binding obligations of each Loan Party
     thereto enforceable against such Loan Party in accordance with their
     respective terms.

          SECTION 8. The Collateral Assignment Agreement creates a valid first
     priority security interest in the Assigned Rights, securing the payment of
     the Obligations. The UCC Filings are in appropriate form and have been
     filed pursuant to the UCC, resulting in the perfection of such security
     interest in the Assigned Rights.

          SECTION 9. Neither the Borrower nor any of its Subsidiaries is an
     "investment company," or an "affiliated person" of, or "promoter" or
     "principal underwriter" for, an "investment company," as such terms are
     defined in the Investment Company Act of 1940, as amended; the Parent is an
     exempt holding company pursuant to the provisions of Rule 2 of the rules
     and regulations promulgated pursuant to the Public Utility Holding Company
     Act of 1935, as amended.

           The opinions set forth above are subject to the following
qualifications:


<PAGE>   106

                                                                               4
To each of the Lenders parties
to the Third Amended and
Restated Credit Agreement
dated as of January 18, 2000
among DTE Capital Corporation,
said Lenders and Citibank, N.A.
as Agent, with Salomon Smith Barney
Inc. as Arranger


          (a) Our opinion in paragraph 6 above as to enforceability is subject
     to the effect of any applicable bankruptcy, insolvency (including, without
     limitation, all laws relating to fraudulent transfers), reorganization,
     moratorium or similar law affecting creditors' rights generally.

          (b) Our opinion in paragraph 6 above as to enforceability is subject
     to the effect of general principles of equity, including, without
     limitation, concepts of materiality, reasonableness, good faith and fair
     dealing (regardless of whether considered in a proceeding in equity or at
     law).

          (c) We express no opinion as to participation and the effect of the
     law of any jurisdiction other than the State of Michigan wherein any Lender
     may be located or wherein enforcement of the Loan Documents may be sought
     that limits the rates of interest legally chargeable or collectible.

                                               Very truly yours,


<PAGE>   107



                                    EXHIBIT G

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

         ASSIGNMENT AND ASSUMPTION AGREEMENT (this "AGREEMENT"), dated as of
              ,     , among (i) DTE CAPITAL CORPORATION, a Michigan corporation
(in its capacity as assignor hereunder, the "ASSIGNOR"), (ii) DTE ENERGY
COMPANY, a Michigan corporation (in its capacity as the assignee hereunder, the
"ASSIGNEE"), (iii) CITIBANK, N.A., as agent (the "AGENT") for the Lenders from
time to time party to the Credit Agreement referred to below, and (iv) the
Lenders listed on the signature pages hereof.

                             PRELIMINARY STATEMENTS:

         WHEREAS, the Assignor is a party to, and, as of the date hereof, the
Borrower under and as defined in, that certain Third Amended and Restated Credit
Agreement, dated as of January 18, 2000 (said Agreement, as amended hereby and
as it may hereafter be amended or otherwise modified from time to time, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined), among the Borrower, the Lenders
named therein and Citibank, N.A., as Agent thereunder.

         WHEREAS, in connection with the Credit Agreement, the Assignor has also
executed and delivered Notes to the order of each Lender.

         [WHEREAS, under the Section 2.18 of the Credit Agreement, the Assignee
must execute a Guaranty or an Assignment and Assumption Agreement if it incurs
any Debt not outstanding on the Effective Date.]

         [WHEREAS, the Assignee desires to incur Debt not outstanding on the
Effective Date and has chosen to enter into this Assignment and Assumption
Agreement.]

         [WHEREAS, under Section 5.02(b) of the Credit Agreement, the Parent
must execute the Guaranty or the Assignment and Assumption Agreement if the
Borrower merges or consolidates with or into any Person besides the Parent;]

         WHEREAS, the Assignee desires to accept all of the Assignor's right,
title and interest in and to, and assume all of the Assignor's obligations,
covenants, agreements and liabilities under, the Credit Agreement and the Notes.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, effective on and as of the Transfer
Date, the Assignor and the Assignee hereby agree with and for the benefit of the
Agent and the Lenders, and the Agent on its own behalf and on behalf of the
Lenders agrees with and for the benefit of the Assignor and Assignee, as
follows:

         SECTION 1. ASSIGNMENT AND ASSUMPTION.

         (a) Effective on and as of           ,      (such date and time being
the "TRANSFER DATE"), the Assignor hereby sells, assigns and transfers to the
Assignee, and the Assignee hereby accepts from the Assignor, all of the
Assignor's right, title and interest in and to the Credit


<PAGE>   108


Agreement and the Notes.

         (b) Effective on and as of the Transfer Date, subject to the terms and
provisions hereof, the Assignee hereby unconditionally and irrevocably assumes
all obligations, covenants and agreements to be performed by the Assignor under,
and all liabilities of the Assignor arising under, out of or in connection with,
the Credit Agreement and the Notes, and in furtherance of said assumption, the
Assignee agrees that on and after the Transfer Date, it shall be bound in all
respects by all of the grants, terms, covenants, representations, warranties and
conditions of the Credit Agreement and the Notes, as if the Assignee were the
original Borrower under and as defined in the Credit Agreement and the Notes,
without further action required on the part of any party hereto or thereto. In
addition, on and after the Transfer Date, subject to the terms and provisions
hereof, the Assignee assumes, agrees to observe and perform, and promises to pay
all obligations, duties and liabilities of the Assignor, now or hereafter
existing, arising out of, under or in connection with, the Credit Agreement and
the Notes (including, without limitation, the punctual payment when due of the
principal, interest and fees owing thereunder from time to time), in each case
as though the Assignee were the original Borrower under and as defined therein.
Further, subject to the terms and provisions hereof, the Assignor hereby
confirms and agrees that each of the Credit Agreement and the Notes is, and the
Assignee hereby confirms and agrees that each of the Credit Agreement and the
Notes shall on and after the Transfer Date continue to be, in full force and
effect in accordance with its terms, and the Assignee hereby ratifies and
confirms in all respects, effective on and as of the Transfer Date, each of the
Credit Agreement and the Notes.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. The Assignor and the
Assignee each represents and warrants that it has received copies of and has
reviewed the Loan Documents. Effective on and as of the Transfer Date, the
Assignee makes each of the representations and warranties of the Borrower set
forth in the Credit Agreement all as if Assignee were the original Borrower
under and as defined therein and had originally executed and delivered the
Credit Agreement and the Notes, and confirms that each such representation and
warranty is true and correct on and as of the Transfer Date, and that no Default
has occurred and is continuing on and as of the Transfer Date.

         SECTION 3. REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF THE ASSIGNEE.
The Assignee represents and warrants, as of the date hereof, as follows:

         (a) The Assignee is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of it incorporation.

         (b) The execution, delivery and performance by the Assignee of this
Agreement are within the Assignee's corporate powers, have been duly authorized
by all necessary corporate action, and do not contravene (i) the Assignee's
charter or by-laws or (ii) any applicable law or any contractual restriction
binding on or affecting the Assignee.

         (c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Assignee of this Agreement.

<PAGE>   109


         (d) This Agreement has been duly executed and delivered by the Assignee
and is a legal, valid and binding obligation of the Assignee enforceable against
the Assignee in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors rights generally.

         SECTION 4. REFERENCE TO AND EFFECT ON THE ASSIGNED AGREEMENTS. The
Assignee further confirms and agrees that, effective on and as of the Transfer
Date, each reference in each of the Credit Agreement and the Notes to the
"Borrower" or any like term shall be deemed to refer to the Assignee to the
extent the context permits.

         SECTION 5. EFFECT OF THE AGREEMENT. Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, the Assignor
shall remain fully liable to the Agent and the Lenders for any breach of the
representations and warranties made by it in the Loan Documents on the date
thereof or upon the date of each Borrowing.

         SECTION 6. COSTS AND EXPENSES. The Assignee agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution,
delivery, modification and amendment of this Agreement, and all costs and
expenses, if any (including, without limitation, counsel fees and expenses), in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement. The Assignee also agrees to indemnify the Agent
and each Lender from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent or any Lender (as the case may be) in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Agent or any Lender hereunder, except for such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful misconduct of the
Person seeking such indemnity.

         SECTION 7. GOVERNING LAW, ETC. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to any conflicts of law principles, and shall be binding upon the Assignee, the
Assignor and their respective successors and assigns; provided, that the parties
hereto shall have no right to assign any rights, obligations or liabilities
hereunder except in accordance with the terms of the Loan Documents.

         SECTION 8. WAIVER OF JURY TRIAL. Each of the Assignor and the Assignee
irrevocably waives hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the actions of the
Assignor and the Assignee, as the case may be, in the negotiation,
administration, performance or enforcement thereof.

         SECTION 9.  JURISDICTION, ETC.

         (a) Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably

<PAGE>   110


and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.

         (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any New York State or
federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

         SECTION 10. THIRD PARTY BENEFICIARIES. This Agreement is for the sole
benefit of the Assignor, the Assignee, the Agent, the Lenders and their
permitted successors and assigns and nothing herein, express or implied, is
intended to or shall confer on any other Person any legal or equitable benefit
or remedy under or by reason of this Agreement.

         SECTION 11. NOTICES. All notices and other communications provided for
hereunder shall be in writing (including telecopy transmission) and (except when
particular means are specified) mailed, faxed or delivered, if to the Assignor
or the Assignee, at its address at 200 Second Avenue, Detroit, MI 48226,
Attention: Christopher C. Arvani, telecopy: 313-235-0170; and if to the Agent,
at its address at                      , Attention:                     ,
telecopy:                    , with a copy to                     ,
                   , telecopy:                ; or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other parties. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the mails or transmitted,
respectively.



                            [Signatures on next page]



<PAGE>   111


                  IN WITNESS WHEREOF, the Assignor and the Assignee have each
caused this Agreement to be duly executed and delivered by an officer thereunto
duly authorized as of the date first above written.

                             DTE CAPITAL CORPORATION


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



                             DTE ENERGY COMPANY


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



ACCEPTED BY:

CITIBANK, N.A., as Agent


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



<PAGE>   112






                                    EXHIBIT H

                                    GUARANTY

         GUARANTY, dated as of                   , 2000 (this "GUARANTY"), of
DTE ENERGY COMPANY, a Michigan corporation (the "PARENT"), in favor of the Agent
and the Lenders under the Credit Agreement referred to herein.

                              W I T N E S S E T H:

         WHEREAS, the Parent is the direct owner of 100% of the outstanding
common stock of DTE Capital Corporation, a Michigan corporation (the
"BORROWER");

         WHEREAS, the Borrower may make borrowings from the Lenders pursuant to
that certain Third Amended and Restated Credit Agreement, dated as of January
18, 2000 (said Agreement, as it may hereafter be amended or otherwise modified
from time to time, being the "CREDIT AGREEMENT", the terms defined therein and
not otherwise defined herein being used herein as therein defined), among the
Borrower, the Lenders named therein and Citibank, N.A., as Agent thereunder;

         [WHEREAS, under Section 2.18 of the Credit Agreement, the Parent must
execute the Guaranty or the Assignment and Assumption Agreement if it incurs any
Debt not outstanding on the Effective Date;]

         [WHEREAS, the Parent desires both to incur Debt not outstanding on the
Effective Date and to enable the Borrower to incur and maintain Debt under the
Credit Agreement on more advantageous and reasonable terms;]

         [WHEREAS, under Section 5.02(b) of the Credit Agreement, the Parent
must execute the Guaranty or the Assignment and Assumption Agreement if the
Borrower merges or consolidates with or into any Person besides the Parent;]

         [WHEREAS, the Borrower desires to merge or consolidate with or into a
Person besides the Parent, and Parent desires to enable the Borrower to incur
and maintain Debt under the Credit Agreement on more advantageous and reasonable
terms;]

         NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows for the benefit of the Agent
and the Lenders:

         SECTION 1.  GUARANTY.

         The Parent hereby unconditionally guarantees the punctual payment when
due, without set off or counterclaim, whether at stated maturity, by
acceleration or otherwise, of all obligations (whether payable at scheduled
maturity, upon acceleration, as a mandatory prepayment or otherwise) of the
Borrower now or hereafter existing under the Credit Agreement


<PAGE>   113
                                                                               2

and the Notes, whether for principal, interest, fees, expenses or otherwise
(such obligations being the "OBLIGATIONS"), and agrees to pay any and all
expenses (including counsel fees and expenses) incurred by the Agent and any
Lender in enforcing any rights under this Guaranty. Without limiting the
generality of the foregoing, the Parent's liability shall extend to all amounts
that constitute part of the Obligations and would be owed by the Borrower to the
Agent and the Lenders under the Credit Agreement and the other documents entered
into in connection therewith and (collectively, the "LOAN DOCUMENTS") but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Borrower.

         SECTION 2.  GUARANTY ABSOLUTE.

         The Parent guarantees that the Obligations will be paid strictly in
accordance with the terms of the Credit Agreement and the other Loan Documents,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Agent or the
Lenders, as the case may be, with respect thereto. The obligations of the Parent
under this Guaranty are independent of the Obligations, and a separate action or
actions may be brought and prosecuted against the Parent to enforce this
Guaranty, irrespective of whether any action is brought against the Borrower or
whether the Borrower is joined in any such action or actions. The liability of
the Parent under this Guaranty shall, to the fullest extent permitted by law, be
absolute and unconditional irrespective of, and the Parent waives any defense
based upon:

                  (i) any lack of validity or enforceability against the
Borrower of the Credit Agreement, the other Loan Documents or any other
agreement or instrument relating thereto;

                  (ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to departure from the Credit Agreement or the other
Loan Documents, including, without limitation, any increase in the Obligations
resulting from the extension of additional credit to the Borrower or any of its
subsidiaries or otherwise;

                  (iii) any taking, exchange, release or non-perfection of any
collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Obligations;

                  (iv) any manner of application of collateral, or proceeds
thereof, to all or any of the Obligations, or any manner of sale or other
disposition of any collateral for all or any of the Obligations or any other
assets of the Borrower or any of its subsidiaries;

                  (v) any change, restructuring or termination of the corporate
structure or existence of the Borrower or any of its subsidiaries; or

                  (vi) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Borrower or a guarantor.

<PAGE>   114

                                                                               3

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Obligations is rescinded or must
otherwise be returned by the Agent or any Lender upon the insolvency, bankruptcy
or reorganization of the Borrower or otherwise, all as though such payment had
not been made.

         SECTION 3.  WAIVER.

         The Parent hereby waives promptness, diligence, notice of acceptance
and any other notice with respect to any of the Obligations and this Guaranty
and any requirement that the Agent or any Lender protect, secure, perfect or
insure any security interest or lien or any property subject thereto or exhaust
any right or take any action against the Borrower or any other Person or any
collateral.

         SECTION 4.  SUBROGATION.

         The Parent will not exercise any rights which it may acquire by way of
subrogation under this Guaranty, by any payment made hereunder or otherwise,
until all the Obligations and all other amounts payable under this Guaranty
shall have been paid in full and the Commitments shall have expired or
terminated. If any amount shall be paid to the Parent on account of such
subrogation rights at any time prior to the later of (x) the payment in full of
the Obligations and all other amounts payable under this Guaranty and (y) the
expiration or termination of the Commitments, such amount shall be held in trust
for the benefit of the Agent and the Lenders and shall forthwith be paid to the
Agent to be credited and applied upon the Obligations, whether matured or
unmatured, in accordance with the terms of the Credit Agreement and the other
Loan Documents or to be held by the Agent as collateral security for any
Obligations thereafter existing. If (i) the Parent shall make payment to the
Agent and the Lenders of all or any part of the Obligations, (ii) all the
Obligations and all other amounts payable under this Guaranty shall be paid in
full and (iii) the Commitments shall have expired or terminated, the Agent and
the Lenders (as appropriate) will, at the Parent's request, execute and deliver
to the Parent appropriate documents, without recourse and without representation
or warranty, necessary to evidence the transfer by subrogation to the Parent of
an interest in the Obligations resulting from such payment by the Parent.

         SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE PARENT.

         The Parent represents and warrants, as of the date hereof, as follows:

                  (a) The Parent is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation.

                  (b) The execution, delivery and performance by the Parent of
this Guaranty are within the Parent's corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene (i) the
Parent's charter or by-laws or (ii) law or any contractual restriction binding
on or affecting the Parent.

                  (c) No authorization or approval or other action by, and no
notice to or filing

<PAGE>   115

                                                                               4

with, any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Parent of this
Guaranty.

                  (d) This Guaranty has been duly executed and delivered by the
Parent and is a legal, valid and binding obligation of the Parent enforceable
against the Parent in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors rights generally.

                  (e) The 1998 Audited Statements and the 1999 Interim
Statements, copies of each of which have been furnished to each Lender, fairly
present, subject in the case of the 1999 Interim Statements, to year-end audit
adjustments, the Consolidated financial condition of the relevant Person, as at
such dates all in accordance with generally accepted accounting principles
consistently applied. Since December 31, 1998, there has been no Material
Adverse Change, except as shall have been disclosed in the SEC Reports.

                  (f) The  Parent  owns  beneficially  and of record,  free and
clear of all  Liens,  100% of the common stock of the Borrower.

                  (g) No ERISA Event has occurred or is reasonably expected to
occur with respect to any Plan.

                  (h) Schedule B (Actuarial Information) to the most recent
annual report (Form 5500 Series) for each Plan, copies of which have been filed
with the Internal Revenue Service, is complete and accurate and fairly presents
the funding status of such Plan, and since the date of such Schedule B there has
been no material adverse change in such funding status.

                  (i) Neither the Parent nor any ERISA Affiliate has incurred or
is reasonably expected to incur any Withdrawal Liability to any Multiemployer
Plan.

                  (j) Neither the Parent nor any ERISA Affiliate has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is
in reorganization or has been terminated, within the meaning of Title IV or
ERISA, and no such Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated, within the meaning of Title IV of ERISA.

                  (k) Except as set forth in the financial statements referred
to in this Section 5, the Parent and its Subsidiaries have no material liability
with respect to "expected post retirement benefit obligations" within the
meaning of Statement of Financial Accounting Standards No. 106.

                  (l) There is no pending or threatened action, suit,
investigation, litigation or proceeding, including, without limitation, any
Environmental Action, affecting the Parent or any of its Subsidiaries before any
court, governmental agency or arbitrator that (i) could be reasonably likely to
have a Material Adverse Effect (other than the Disclosed Litigation) or (ii)
purports to affect the legality, validity or enforceability of this Guaranty,
the Credit Agreement, any Note or any other Loan Document or the consummation of
the transactions



<PAGE>   116
                                                                               5


contemplated hereby or thereby and there has been no material adverse change in
the status of any Disclosed Litigation, or its financial effect on any Loan
Party or any of its Subsidiaries from that described in the SEC Reports.

                  (m) The operations and properties of the Parent and each of
its Subsidiaries comply in all material respects with all applicable
Environmental Laws and Environmental Permits, all past non-compliance with such
Environmental Laws and Environmental Permits has been resolved without ongoing
obligations or costs except as disclosed in the SEC Reports, and no
circumstances exist that could be reasonably likely to (i) form the basis of an
Environmental Action against the Borrower or any of its Subsidiaries or any of
their properties that could have a Material Adverse Effect or (ii) cause any
such property to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law that could have a Material Adverse
Effect.

                  (n) Neither the Parent nor any of its Subsidiaries is, or
after the making of any Advance or the application of the proceeds or repayment
thereof, or the consummation of any of the other transactions contemplated
hereby, will be, an "investment company", or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company" (within the
meaning of the Investment Company Act of 1940, as amended).

SECTION 6.        AFFIRMATIVE COVENANTS OF THE PARENT.

         So long as any amount in respect of any Note shall remain unpaid or any
Lender shall have any Commitment, the Parent will or will cause the Borrower to,
unless the Required Lenders shall otherwise consent in writing:

         (a)      CREDIT AGREEMENT. Cause the Borrower to perform and observe
for the benefit of the Agent and the Lenders each and every covenant and
agreement of the Borrower set forth in Article V of the Credit Agreement,
including but not limited to delivering to the Agent and the Lenders all
financial statements and financial and other information required to be
delivered pursuant to Section 5.01 of the Credit Agreement.

         (b)      COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
Subsidiaries to comply, in all material respects, with all applicable laws,
rules, regulations and orders, such compliance to include, without limitation,
compliance with ERISA and Environmental Laws.

         (c)      PAYMENT OF TAXES, ETC. Pay and discharge, and cause each of
its Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it or
upon its property and (ii) all lawful claims that, if unpaid, might by law
become a Lien upon its property; provided, however, that neither the Borrower
nor any of its Subsidiaries shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless
and until any Lien resulting therefrom attaches to its property and becomes
enforceable against its other creditors.

         (d)      PERFORMANCE AND COMPLIANCE WITH OTHER AGREEMENTS. Perform and
comply

<PAGE>   117
                                                                               6

with, and with respect to the Borrower, cause the performance by and compliance
with, each of the material provisions of each material indenture, credit
agreement, contract or other agreement by which such Loan Party is bound,
non-performance or non-compliance with which would have a material adverse
effect upon such Loan Party's business or credit or, in the case of the Parent,
materially and adversely affect its ability to perform its obligations hereunder
except material contracts or other agreements being contested in good faith.

         (e) PRESERVATION OF CORPORATE EXISTENCE. Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Borrower may consummate any merger or consolidation permitted under
Section 5.02(b) of the Credit Agreement and the Parent may consummate any merger
or consolidation permitted under Section 7(c) of this Guaranty and provided
further that a Subsidiary shall not be required to preserve its corporate
existence or any right or franchise if the failure to preserve such corporate
existence, right or franchise will not cause or result in a Material Adverse
Change.

         (f) MAINTENANCE OF INSURANCE. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
(including, without limitation, the operation and ownership of nuclear
generating facilities) in the same general areas in which the Borrower or such
Subsidiary operates.

         (g) INSPECTION RIGHTS. At any reasonable time and from time to time,
permit the Agent or any of the Lenders or any agents or representatives thereof,
to examine and make copies of and abstracts from the records and books of
account of, and visit the properties of, the Parent and any of its Subsidiaries,
and to discuss the affairs, finances and accounts of the Parent and any of its
Subsidiaries with any of their officers or directors and with their independent
certified public accountants.

         (h) KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of the Parent and
each such Subsidiary in accordance with generally accepted accounting principles
in effect from time to time.

         (i) OWNERSHIP OF SUBSIDIARIES. Maintain at all times beneficial
ownership, free and clear of all Liens, of 100% of the Voting Stock of the
Borrower and DECO.

         (j) FINANCIAL COVENANTS.

                  (i) Maintain a ratio of Consolidated EBITDA to cash interest
payable on all Debt (excluding, (A) such Nonrecourse Debt of their own and of
their Subsidiaries and Affiliates as would be listed as such in the financial
statements of the Parent of the kind delivered pursuant to Section 5.01(h)(ii)
and (iii) and (B) the Junior Subordinated Debentures) of not less than 2:1 for
each period of four consecutive fiscal quarters ending on the last day of
September, December, March and June of each year, or


<PAGE>   118
                                                                               7


                  (ii) Maintain a ratio of Consolidated Debt (excluding, (A)
such Nonrecourse Debt of their own and of their Subsidiaries as would be listed
in the financial statements of the Parent and (B) the Junior Subordinated
Debentures) to Capitalization of not greater than .65:1

         (k)      MAINTENANCE OF PROPERTIES, ETC. Subject to clause (e) above,
maintain and preserve, all of its properties that are used or useful in the
conduct of its business in good working order and condition, ordinary wear and
tear excepted.

         (l)      REPORTING REQUIREMENTS.  Furnish, or cause the Borrower to
furnish, to the Lenders:

                  (i) as soon as available and in any event within 45 days after
the end of each of the first three quarters of each fiscal year of the Parent,
Consolidated balance sheet of the Parent and its Consolidated Subsidiaries as of
the end of such quarter and Consolidated statements of income and cash flows of
the Parent and its Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter;

                  (ii) as soon as available and in any event within 90 days
after the end of each fiscal year of the Parent, a copy of the annual report to
Shareholders for such year for the Parent and its Consolidated Subsidiaries,
containing the Consolidated balance sheet of the Parent and its Consolidated
Subsidiaries as of the end of such fiscal year and Consolidated statements of
income and cash flows of the Parent and its Subsidiaries for such fiscal year,
in each case accompanied by (A) an opinion by Deloitte & Touche LLP or other
independent public accountants acceptable to the Required Lenders and (B) the
report by the Parent filed with the Securities and Exchange Commission on Form
U-3A-2 for such fiscal year, containing the Consolidating balance sheet of the
Borrower and its Subsidiaries as of the end of such fiscal year and
Consolidating statements of income and Consolidating statements of retained
earnings of the Borrower and its Subsidiaries for such fiscal year, in each
case, having been prepared in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements referred to in Section 4.01 of the Credit Agreement;

                  (iii) as soon as available and in any event within 45 days
after the end of each of the first three quarters of each fiscal year of the
Borrower, unaudited Consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such quarter and unaudited
Consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, in each case duly certified (subject to
year-end audit adjustments) by a Financial Officer of the Borrower as having
been prepared in accordance with generally accepted accounting principles
consistent with those applied in the preparation of the financial statements
referred to in Section 4.01 of the Credit Agreement;

                  (iv) as soon as available and in any event within 90 days
after the end of each fiscal year of the Borrower, the Consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as of the end of such
fiscal year and Consolidated statements of income and cash flows of the Borrower
and its Subsidiaries for such fiscal year, in each case accompanied by an
<PAGE>   119

                                                                              8

opinion by Deloitte & Touche LLP or other independent public accountants
acceptable to the Required Lenders;

                  (v) as soon as possible and in any event within five days
after the occurrence of each Default continuing on the date of such statement, a
statement of a Financial Officer of the Borrower setting forth details of such
Default and the action that the Borrower has taken and proposes to take with
respect thereto;

                  (vi) promptly after the sending or filing thereof copies of
all reports and registration statements that the Borrower or any Subsidiary
files with the Securities and Exchange Commission or any national securities
exchange;

                  (vii) promptly after the commencement thereof, notice of all
actions and proceedings before any court, governmental agency or arbitrator
affecting the Borrower or any of its Subsidiaries of the type described in
Section 4.01(f);

                  (viii) promptly upon becoming aware of any fact or
circumstance affecting the Parent or any of its Subsidiaries that would at any
time render the Borrower unable to make the representation and warranty
contained in Section 4.01(q) on such date, a statement of a duly authorized
officer of the Borrower setting forth the details of such fact or circumstance
and what action the Parent or such Subsidiary, as the case may be, has taken and
proposes to take with respect thereto; and

                  (ix) such other information respecting the Borrower or any of
its Subsidiaries as any Lender through the Agent may from time to time
reasonably request.

         SECTION 7.  NEGATIVE COVENANTS OF THE PARENT.

         So long as any amount in respect of any Note shall remain unpaid, any
Lender shall have any Commitment, the Parent will not and will not cause the
Borrower to, unless the Required Lenders shall otherwise consent in writing:

                  (a) LIENS, ETC. Create or suffer to exist, or permit any
Significant Subsidiary to create or suffer to exist, any Lien on or with respect
to any shares of any class of equity securities (including, without limitation,
Voting Stock) of any Significant Subsidiary, whether such shares are now owned
or hereafter acquired.

                  (b) DEBT. Create, incur, assume or suffer to exist any Debt
except Debt that is expressly or effectively pari passu with or expressly
subordinated to the Debt of the Parent hereunder.

                  (c) MERGERS, ETC. Merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or permit any Significant
Subsidiary to do so, except that (i) any Significant Subsidiary may merge or
consolidate with or into any other Significant Subsidiary, (ii) any Significant
Subsidiary may

<PAGE>   120
                                                                              9

merge into or dispose of assets to the Parent, and (iii) the Parent may merge or
consolidate with or into any other Person if the surviving entity has senior
unsecured Debt outstanding rated at least BBB- by S&P and Baa3 by Moody's;
provided, in each case, that no Default shall have occurred and be continuing at
the time of such proposed transaction or would result therefrom.

                  (d) CHANGE IN NATURE OF BUSINESS. Make, or permit any
Significant Subsidiary to make, any material change in the nature of its
business as carried on January 18, 2000 other than as disclosed in the SEC
Reports.

                  (e) ACCOUNTING CHANGES. Make or permit, or permit any of its
Subsidiaries to make or permit, any change in accounting policies or reporting
practices, except as required or permitted by generally accepted accounting
principles.

         SECTION 8.  WAIVERS.


         (a)      The Parent hereby waives any failure or delay on the part of
the Borrower in asserting or enforcing any of its rights or in making any claims
or demands hereunder. The Borrower, the Agent or any Lender may at any time,
without the Parent's consent, without notice to the Parent and without affecting
or impairing the Borrower's, the Agent's or such Lender's rights or the Parent's
obligations hereunder, do any of the following with respect to any Loan Document
to which it is a party: (i) make changes, modifications, amendments or
alterations thereto, by operation of law or otherwise, including, without
limitation (in the case of the Credit Agreement and the Notes), any increase in
the Commitments or the rate of interest payable with respect to Advances or any
change in the method of calculating the rate of interest payable with respect
thereto, (ii) grant renewals and extensions of time, for payment or otherwise,
(iii) accept new or additional documents, instruments or agreements relating to
or in substitution thereof, or (iv) otherwise handle the enforcement of their
respective rights and remedies in accordance with their business judgment.

         (b)      If the Parent shall at any time or from time to time fail to
perform or comply with any of its obligations contained herein and if for any
reason the Agent or any Lender shall have failed to receive when due and payable
(whether at stated maturity, by acceleration, or otherwise) the payment of all
or any part of principal of, or interest on, or any other amount payable by the
Borrower in respect of any Obligations owing to the Agent or such Lender (as the
case may be), then in each case, to the fullest extent permitted by law, (i) it
shall be assumed conclusively without necessity of proof that such failure by
the Parent was the sole and direct cause of the Agent's or such Lender's (as the
case may be) failure to receive such payment when due irrespective of any other
contributing or intervening cause whatsoever, and (ii) the Parent further
irrevocably waives any right or defense that the Parent may have to cause the
Agent or any Lender (as the case may be) to prove the cause or amount of any
damages or to mitigate the same.

         (c)      The Parent irrevocably waives, to the fullest extent permitted
by law and for the benefit of, and as a separate undertaking with, the Agent and
each Lender, any defense to the performance of this Guaranty that may be
available to the Parent as a consequence of this Guaranty's being rejected or
otherwise not assumed by the Borrower or any trustee or similar

<PAGE>   121
                                                                             10

official for the Borrower or for any substantial part of the property of the
Borrower, or as a consequence of this Guaranty's being otherwise terminated or
modified, in any bankruptcy or insolvency proceeding, whether such rejection,
non-assumption, termination or modification shall have been by reason of this
Guaranty's being held to be an executory contract or by reason of any other
circumstance. If, notwithstanding the foregoing, this Guaranty shall be rejected
or otherwise not assumed, or terminated or modified, the Parent agrees, to the
fullest extent permitted by law, for the benefit of, and as a separate
undertaking with, the Agent and each Lender, that the Parent will be
unconditionally liable to pay to the Agent and each Lender (as the case may be)
an amount equal to each payment that would otherwise be payable by the Parent
under or in connection with this Guaranty if this Guaranty were not so rejected
or otherwise not assumed or terminated or modified.

         SECTION 9.  AMENDMENTS, ETC.

         No amendment or waiver of any provision of this Guaranty, nor consent
to any departure therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Parent and consented to by the Required
Lenders.

         SECTION 10.  NOTICES.

         All notices and other communications provided for hereunder shall be in
writing (including telecopy transmission) and (except when particular means are
specified) mailed, faxed or delivered, if to the Parent or the Borrower, at its
address at 200 Second Avenue, Detroit, MI 48226, Attention: Christopher C.
Arvani, telecopy: 313-235-0170; if to any Lender, at its Domestic Lending Office
specified opposite its name on Schedule I to the Credit Agreement; if to any
Lender not a Lender on the date hereof, at its Domestic Lending Office specified
in the Assignment and Acceptance pursuant to which it became a Lender; and if to
the Agent, at its address at                                         ,
Attention:               , telecopy:                 , with a copy to
                                        , telecopy:                    ; or, as
to each party, at such other address as shall be designated by such party in a
written notice to the other parties. All such notices and communications shall,
when mailed or telecopied, be effective when deposited in the mails or
transmitted, respectively.

         SECTION 11.  COSTS, EXPENSES AND TAXES.

         (a)      The Parent agrees to pay on demand all reasonable costs and
reasonable expenses of the Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Guaranty and the
other documents to be delivered hereunder and thereunder, including, without
limitation, the reasonable fees and reasonable expenses of counsel for the Agent
with respect thereto and with respect to advising the Agent as to its rights and
responsibilities under the Guaranty. The Parent further agrees to pay on demand
all costs and expenses of the Agent and the Lenders, if any (including, without
limitation, internal and external counsel fees and expenses, provided such fees
and expenses are not duplicative), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Guaranty and the
other documents to be delivered hereunder, including, without
<PAGE>   122
                                                                             11

limitation, fees and expenses of counsel for the Agent and each Lender in
connection with the enforcement of rights under this Section 11(a).

         (b)      The Parent agrees to indemnify, to the extent legally
permissible, and hold harmless the Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with the Guaranty or any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Advances, except to the extent
such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct. The Parent
also agrees not to assert any claim against the Agent, any Lender, any of their
Affiliates, or any of their respective directors, officers, employees, attorneys
and agents, on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to the Guaranty any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

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

         (d)      In addition, the Parent agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, performing under or otherwise with
respect to, this Guaranty (hereinafter referred to as "OTHER TAXES").

         (e)      The Parent shall indemnify each Lender and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any taxes
imposed by any jurisdiction on
<PAGE>   123
                                                                             12

amounts payable under this Section 11) imposed on or paid by such Lender or the
Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall
be made within 30 days from the date such Beneficiary makes written demand
therefor.

         (f)      Within 30 days after the date of any payment of Taxes, the
Parent will furnish to the Agent, at its address referred to in Section 10
hereof, the original or a certified copy of a receipt evidencing payment
thereof. In the case of any payment hereunder by or on behalf of the Parent
through an account or branch outside the United States or by or on behalf of the
Parent by a payor that is not a United States person, if the Parent determines
that no Taxes are payable in respect thereof, the Parent shall furnish, or shall
cause such payor to furnish, to the Agent, at such address, an opinion of
counsel acceptable to the Agent stating that such payment is exempt from Taxes.
For purposes of this subsection (e), the terms "United States" and "United
States person" shall have the meanings specified in Section 7701 of the Internal
Revenue Code.

         (g)      Without prejudice to the survival of any other agreement of
the Parent hereunder, the agreements and obligations of the Parent contained in
this Section 11 shall survive the payment in full of the Obligations.

         SECTION 12.  CONTINUING GUARANTY; ASSIGNMENT UNDER CREDIT AGREEMENT.

         This Guaranty is a continuing guaranty and shall (i) remain in full
force and effect, until the later of (x) the payment in full of the Obligations
and all other amounts payable under this Guaranty and (y) the expiration or
termination of the Commitments, (ii) be binding upon the Parent, its successors
and assigns, and (iii) inure to the benefit of, and be enforceable by, the Agent
and the Lenders and their respective successors, transferees and assigns.
Without limiting the generality of the foregoing clause (iii), any Lender may
assign or otherwise transfer all or any portion of its rights and obligations
under the Credit Agreement in accordance with Section 8.07 of the Credit
Agreement and the transferee shall thereupon become vested with all the benefits
in respect thereof granted to such Lender herein or otherwise, subject, however,
to the provisions of Article VII (concerning the Agent) of the Credit Agreement.

         SECTION 13 GOVERNING LAW.

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

         SECTION 14.  REMEDIES.

         The remedies herein provided shall be cumulative and non-exclusive and
shall be in addition to any other rights and remedies the Agent or the Lenders
may have under this Guaranty.

         SECTION 15.  WAIVER OF JURY TRIAL.

         The Parent irrevocably waives hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of
<PAGE>   124
                                                                             13

or relating to this Guaranty the actions of the Agent or any Lender in the
negotiation, administration, performance or enforcement thereof.

         SECTION 16.  JURISDICTION, ETC.

         (a) Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Guaranty, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Guaranty shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Guaranty in the courts of any jurisdiction.

         (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Guaranty in any New York State or
federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


                            [Signatures on next page]


<PAGE>   125
                                                                             14

         IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be
duly executed as of the day and year first above written.


                                    DTE ENERGY COMPANY



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



ACKNOWLEDGED AND ACCEPTED:

CITIBANK, N.A., as Agent



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


<PAGE>   126



                                   SCHEDULE I

                           OUTSTANDING DEBT DOCUMENTS