<PAGE>
                                                                    Exhibit 4.48

                                                                  EXECUTION COPY

                       364-DAY REVOLVING CREDIT AGREEMENT

                                      among

                             NISOURCE FINANCE CORP.,
                                  as Borrower,

                                 NISOURCE INC.,
                                  as Guarantor,

                                     LENDERS
                                  Party Hereto,
                                   as Lenders,

                                       and

                               BARCLAYS BANK PLC,
                      as Administrative Agent and LC Bank,

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

                               BARCLAYS CAPITAL as
                                  Lead Arranger
                                       and
                                Sole Book Runner

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

                           Dated as of March 21, 2002


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                    PAGE
                                                                                    ----
<S>                                                                                 <C>
                              Article I DEFINITIONS

Section 1.01. Defined Terms......................................................... 1
Section 1.02. Classification of Loans and Borrowings................................15
Section 1.03. Terms Generally.......................................................15
Section 1.04. Accounting Terms; GAAP................................................16

                             Article II THE CREDITS

Section 2.01. Commitments...........................................................16
Section 2.02. Revolving Loans and Revolving Borrowings; Requests for
                  Borrowings........................................................17
Section 2.03. Letters of Credit.....................................................18
Section 2.04. Funding of Borrowings.................................................21
Section 2.05. Interest Elections....................................................22
Section 2.06. Mandatory Termination or Reduction of Commitments.....................23
Section 2.07. Mandatory Prepayments.................................................23
Section 2.08. Optional Reduction of Commitments.....................................24
Section 2.09. Repayment of Loans; Evidence of Debt..................................24
Section 2.10. Optional Prepayment of Loans..........................................25
Section 2.11. Fees..................................................................25
Section 2.12. Interest..............................................................26
Section 2.13. Alternate Rate of Interest............................................27
Section 2.14. Increased Costs.......................................................27
Section 2.15. Break Funding Payments................................................29
Section 2.16. Taxes.................................................................29
Section 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-Offs...........30
Section 2.18. Mitigation Obligations; Replacement of Lenders........................32
Section 2.19. Extension of Termination Date.........................................33

                             Article III CONDITIONS

Section 3.01. Conditions Precedent to the Initial Extension of Credit...............33
Section 3.02. Conditions Precedent to Each Extension of Credit......................35

                    Article IV REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Credit Parties..................35
</TABLE>



                                       i
<PAGE>
<TABLE>
<S>                                                                                 <C>
                         Article V AFFIRMATIVE COVENANTS

Section 5.01. Affirmative Covenants.................................................38

                          Article VI NEGATIVE COVENANTS

Section 6.01. Negative Covenants....................................................41

                         Article VII FINANCIAL COVENANTS

Section 7.01. Interest Coverage Ratio...............................................45
Section 7.02. Debt to Capitalization Ratio..........................................45

                         Article VIII EVENTS OF DEFAULT

Section 8.01. Events of Default.....................................................45

                       Article IX THE ADMINISTRATIVE AGENT

Section 9.01. The Administrative Agent..............................................49

                               Article X GUARANTY

Section 10.01. The Guaranty.........................................................51
Section 10.02. Waivers..............................................................52

                            Article XI MISCELLANEOUS

Section 11.01. Notices..............................................................54
Section 11.02. Waivers; Amendments..................................................55
Section 11.03. Expenses; Indemnity; Damage Waiver...................................55
Section 11.04. Successors and Assigns...............................................57
Section 11.05. Survival.............................................................60
Section 11.06. Counterparts; Integration; Effectiveness.............................60
Section 11.07. Severability.........................................................60
Section 11.08. Right of Setoff......................................................60
Section 11.09. Governing Law; Jurisdiction; Consent to Service of Process...........61
Section 11.10. WAIVER OF JURY TRIAL.................................................61
Section 11.11. Headings.............................................................62
Section 11.12. Confidentiality......................................................62
</TABLE>



                                       ii
<PAGE>
                         Annexes, Exhibits and Schedules


<TABLE>
<S>                   <C>
ANNEX A               Pricing Grid
EXHIBIT A             Form of Assignment and Acceptance
EXHIBIT B             Form of Opinion of Schiff Hardin & Waite
SCHEDULE 2.01         Lenders and Commitments
SCHEDULE 3.01         Certain Terminated Financing Facilities
SCHEDULE 6.01(e)      Existing Agreements
</TABLE>



                                      iii
<PAGE>

        364-DAY REVOLVING CREDIT AGREEMENT, dated as of March 21, 2002 (this
"AGREEMENT"), among NISOURCE FINANCE CORP., an Indiana corporation, as Borrower
(the "BORROWER"), NISOURCE INC., a Delaware corporation, as Guarantor (the
"GUARANTOR"), the Lenders from time to time party hereto and BARCLAYS BANK PLC,
as issuer of any Letters of Credit provided for hereunder (in such capacity, the
"LC BANK") and as administrative agent for the Lenders hereunder (in such
capacity, the "ADMINISTRATIVE AGENT").

                                   WITNESSETH:

        WHEREAS, the parties are willing to enter into this 364-Day Revolving
Credit Agreement on the terms and subject to the conditions herein set forth.

        NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

        Section 1.01. DEFINED TERMS. As used in this Agreement, the following
terms have the meanings specified below:

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

               "ADMINISTRATIVE AGENT" has the meaning set forth in the preamble.

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

               "AFFILIATE" means, with respect to a specified Person, another
        Person that directly, or indirectly through one or more intermediaries,
        Controls or is Controlled by or is under common Control with the Person
        specified.

               "AGGREGATE COMMITMENTS" means the aggregate amount of the
        Commitments of all Lenders, as in effect from time to time.

               "AGREEMENT" has the meaning set forth in the preamble.

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

               "APPLICABLE PERCENTAGE" means, with respect to any Lender, the
        percentage of the Aggregate Commitments represented by such Lender's
        Commitment. If the Commitments have terminated or expired, the
        Applicable Percentages shall be


<PAGE>

        determined based upon the Commitments most recently in effect, giving
        effect to any assignments.

               "APPLICABLE RATE" means, for any day, with respect to any ABR
        Loan or Eurodollar Revolving Loan, or with respect to the Facility Fees
        and the Utilization Fee payable hereunder, as the case may be, the
        applicable rate per annum determined pursuant to the Pricing Grid.

               "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
        entered into by a Lender and an assignee (with the consent of any party
        whose consent is required by Section 11.04), and accepted by the
        Administrative Agent, in the form of Exhibit A or any other form
        approved by the Administrative Agent.

               "AVAILABILITY PERIOD" means the period from and including the
        Effective Date to but excluding the Termination Date.

               "BARCLAYS" means Barclays Bank PLC, an English banking
        corporation.

               "BENEFICIARY" has the meaning set forth in Section 10.01.

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

               "BORROWER" has the meaning set forth in the preamble.

               "BORROWING" means Loans of the same Type and Class, made,
        converted or continued on the same date and, in the case of Eurodollar
        Loans, as to which a single Interest Period is in effect.

               "BORROWING REQUEST" means a request by the Borrower for a
        Revolving Borrowing in accordance with Section 2.02.

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

               "CAPITAL LEASE" means, as to any Person, any lease of real or
        personal property in respect of which the obligations of the lessee are
        required, in accordance with GAAP, to be capitalized on the balance
        sheet of such Person.

               "CAPITAL STOCK" means any and all shares, interests,
        participations or other equivalents (however designated) of capital
        stock of a corporation, any and all equivalent ownership interests in a
        Person other than a corporation (including, but not limited to, all
        common stock and preferred stock and partnership, membership and joint
        venture interests in a Person), and any and all warrants, rights or
        options to purchase any of the foregoing.


                                       2
<PAGE>

               "CASH ACCOUNT" has the meaning set forth in Section 8.01.

               "CERCLA" means the Comprehensive Environmental Response,
        Compensation and Liability Act of 1980, as amended by the Superfund
        Amendments and Reauthorization Act, 42, U.S.C. Section 9601 et seq., as
        amended.

               "CHANGE OF CONTROL" means (a) any "person" or "group" within the
        meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
        1934, as amended, shall become the "beneficial owner" (as defined in
        Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
        more than 50% of the then outstanding voting Capital Stock of the
        Guarantor, (b) Continuing Directors shall cease to constitute at least a
        majority of the directors constituting the Board of Directors of the
        Guarantor, (c) a consolidation or merger of the Guarantor shall occur
        after which the holders of the outstanding voting Capital Stock of the
        Guarantor immediately prior thereto hold less than 50% of the
        outstanding voting Capital Stock of the surviving entity; (d) more than
        50% of the outstanding voting Capital Stock of the Guarantor shall be
        transferred to an entity of which the Guarantor owns less than 50% of
        the outstanding voting Capital Stock; (e) there shall occur a sale of
        all or substantially all of the assets of the Guarantor; or (f) the
        Borrower, NIPSCO or Columbia shall cease to be a Wholly-Owned Subsidiary
        of the Guarantor (except to the extent otherwise permitted under Section
        6.01(b)).

               "CHANGE IN LAW" means (a) the adoption of any law, rule or
        regulation after the date of this Agreement, (b) any change in any law,
        rule or regulation or in the interpretation or application thereof by
        any Governmental Authority after the date of this Agreement or (c)
        compliance by any Lender (or, for purposes of Section 2.14(b), by any
        lending office of such Lender or by such Lender's holding company, if
        any) with any request, guideline or directive (whether or not having the
        force of law) of any Governmental Authority made or issued after the
        date of this Agreement.

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

               "COLUMBIA" means Columbia Energy Group, a Delaware corporation.

               "COMMITMENT" means, with respect to each Lender, the commitment
        of such Lender to make Revolving Loans hereunder and to participate in
        Letters of Credit issued hereunder as set forth herein, as such
        commitment may be (a) reduced from time to time or terminated pursuant
        to Section 2.06 or Section 2.08 and (b) reduced or increased from time
        to time pursuant to assignments by or to such Lender pursuant to Section
        11.04. The initial amount of each Lender's Commitment is (x) the amount
        set forth on Schedule 2.01 opposite such Lender's name; or (y) the
        amount set forth in the Assignment and Acceptance pursuant to which such
        Lender shall have assumed its Commitment, as applicable.

               "CONSOLIDATED CAPITALIZATION" means the sum of (a) Consolidated
        Debt, (b) consolidated common equity of the Guarantor and its
        Consolidated Subsidiaries determined in accordance with GAAP, and (c)
        the aggregate liquidation preference of preferred stocks (other than
        preferred stocks subject to mandatory redemption or


                                       3
<PAGE>

        repurchase) of the Guarantor and its Consolidated Subsidiaries upon
        involuntary liquidation.

               "CONSOLIDATED DEBT" means, at any time, the Indebtedness of the
        Guarantor and its Consolidated Subsidiaries that would be classified as
        debt on a balance sheet of the Guarantor determined on a consolidated
        basis in accordance with GAAP.

               "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
        interest expense of the Guarantor and its Consolidated Subsidiaries,
        determined on a consolidated basis in accordance with GAAP.

               "CONSOLIDATED NET INCOME" means, for any period, the net income
        of the Guarantor and its Consolidated Subsidiaries, determined on a
        consolidated basis in accordance with GAAP, adjusted to exclude: (a) any
        extraordinary gain or loss, (b) any gain or loss on dispositions of
        capital assets, (c) the non-cash effects of any impairment or write-down
        of assets and (d) up to $106,800,000 in the aggregate of merger and
        restructuring charges relating to the Merger (including all such charges
        taken on or prior to the date hereof).

               "CONSOLIDATED NET TANGIBLE ASSETS" means, at any time, the total
        amount of assets appearing on a consolidated balance sheet of the
        Guarantor and its Subsidiaries (other than Utility Subsidiaries),
        determined in accordance with GAAP and prepared as of the end of the
        fiscal quarter then most recently ended, less, without duplication, the
        following (other than those of Utility Subsidiaries):

               (a) all current liabilities (excluding any thereof that are by
        their terms extendable or renewable at the sole option of the obligor
        thereon, without requiring the consent of the obligee, to a date more
        than 12 months after the date of determination);

               (b) all reserves for depreciation and other asset valuation
        reserves (but excluding any reserves for deferred Federal income taxes,
        arising from accelerated amortization or otherwise);

               (c) all intangible assets, such as goodwill, trademarks, trade
        names, patents and unamortized debt discount and expense, carried as an
        asset on such balance sheet; and

               (d) all appropriate adjustments on account of minority interests
        of other Persons holding common stock of any Subsidiary of the
        Guarantor.

               "CONSOLIDATED SUBSIDIARY" means, on any date, each Subsidiary of
        the Guarantor the accounts of which, in accordance with GAAP, would be
        consolidated with those of the Guarantor in its consolidated financial
        statements if such statements were prepared as of such date.

               "CONTINGENT GUARANTY" means a direct or contingent liability in
        respect of a Project Financing (whether incurred by assumption,
        guaranty, endorsement or otherwise) that either (a) is limited to
        guarantying performance of the completion of the Project that


                                       4
<PAGE>

        is financed by such Project Financing or (b) is contingent upon, or the
        obligation to pay or perform under which is contingent upon, the
        occurrence of any event other than failure of the primary obligor to pay
        upon final maturity (whether by acceleration or otherwise).

               "CONTINUING DIRECTORS" means (a) all members of the board of
        directors of the Guarantor who have held office continually since the
        Effective Date, and (b) all members of the board of directors of the
        Guarantor who were elected as directors after the Effective Date and
        whose nomination for election was approved by a vote of at least 50% of
        the Continuing Directors.

               "CONTRACTUAL OBLIGATION" means, as to any Person, any provision
        of any security issued by such Person or of any agreement, instrument or
        other undertaking to which such Person is a party or by which it or any
        of its property is bound.

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

               "CREDIT DOCUMENTS" means (a) this Agreement, the Notes and any
        Assignment and Acceptances, (b) any certificates, opinions and other
        documents required to be delivered pursuant to Section 3.01, and (c) any
        other documents delivered by a Credit Party pursuant to or in connection
        with any one or more of the foregoing.

               "CREDIT PARTY" means each of the Borrower and the Guarantor.

               "DEBT FOR BORROWED MONEY" means, as to any Person, without
        duplication, (a) all obligations of such Person for borrowed money, (b)
        all obligations of such Person evidenced by bonds, debentures, notes or
        similar instruments, (c) all Capital Lease obligations of such Person,
        and (d) all obligations of such Person under synthetic leases, tax
        retention operating leases, off-balance sheet loans or other off-balance
        sheet financing products that, for tax purposes, are considered
        indebtedness of borrowed money of the lessee but are classified as
        operating leases under GAAP.

               "DEBT TO CAPITALIZATION RATIO" means, at any time, the ratio of
        Consolidated Debt to Consolidated Capitalization.

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

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

               "EFFECTIVE DATE" means the date on which this Agreement has been
        executed and delivered by each of the Borrower, the Guarantor, the
        initial Lenders, the LC Bank and the Administrative Agent .


                                       5
<PAGE>

               "ENVIRONMENTAL LAWS" means any and all foreign, federal, state,
        local or municipal laws (including, without limitation, common laws),
        rules, orders, regulations, statutes, ordinances, codes, decrees,
        judgments, awards, writs, injunctions, requirements of any Governmental
        Authority or other requirements of law regulating, relating to or
        imposing liability or standards of conduct concerning, pollution, waste,
        industrial hygiene, occupational safety or health, the presence,
        transport, manufacture, generation, use, handling, treatment,
        distribution, storage, disposal or release of Hazardous Substances, or
        protection of human health, plant life or animal life, natural resources
        or the environment, as now or at any time hereafter in effect.

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

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

               "ERISA AFFILIATE" means any Person who, for purposes of Title IV
        of ERISA, is a member of the Guarantor's controlled group, or under
        common control with the Guarantor, within the meaning of Section 414 of
        the Code and the regulations promulgated and rulings issued thereunder.

               "ERISA EVENT" means (a) a reportable event, within the meaning of
        Section 4043 of ERISA, unless the 30-day notice requirement with respect
        thereto has been waived by the PBGC, (b) the provision by the
        administrator of any Plan of a notice of intent to terminate such Plan,
        pursuant to Section 4041(a)(2) and 4041(c) of ERISA (including any such
        notice with respect to a plan amendment referred to in Section 4041(e)
        of ERISA), (c) the withdrawal by the Guarantor or an 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, (d) the
        failure by the Guarantor or any ERISA Affiliate to make a payment to a
        Plan required under Section 302(f)(1) of ERISA, which Section imposes a
        lien for failure to make required payments, (e) the adoption of an
        amendment to a Plan requiring the provision of security to such Plan,
        pursuant to Section 307 of ERISA, or (f) 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 which may reasonably be
        expected to constitute grounds under Section 4042 of ERISA 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, as in effect from time to time.


                                       6
<PAGE>

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

               "EURODOLLAR RATE RESERVE PERCENTAGE" of any Lender for the
        Interest Period for any Eurodollar Loan means the reserve percentage
        applicable during such Interest Period (or if more than one such
        percentage shall be so applicable, the daily average of such percentages
        for those days in such Interest Period during which any such percentage
        shall be so applicable) under regulations issued from time to time by
        the Board (or any successor) for determining the maximum reserve
        requirement (including, without limitation, any emergency, supplemental
        or other marginal reserve requirement) for such Lender with respect to
        liabilities or assets consisting of or including Eurocurrency
        Liabilities having a term equal to such Interest Period.

               "EVENT OF DEFAULT" has the meaning assigned to such term in
        Article VIII.

               "EXCLUDED TAXES" means, with respect to the Administrative Agent,
        any Lender or any other recipient of any payment to be made by or on
        account of any obligation of the Borrower hereunder, (a) income or
        franchise taxes imposed on (or measured by) its net income or net
        earnings by the United States of America, or by the jurisdiction under
        the laws of which such recipient is organized or in which its principal
        office is located or, in the case of any Lender, in which its applicable
        lending office is located and (b) in case of a Foreign Lender (other
        than an assignee pursuant to a request by the Borrower under Section
        2.18(d)), any withholding tax that (i) is imposed on amounts payable to
        such Foreign Lender at the time such Foreign Lender becomes a party to
        this Agreement, except to the extent that such Foreign Lender's assignor
        (if any) was entitled, at the time of assignment, to receive additional
        amounts from the Borrower with respect to such withholding tax pursuant
        to Section 2.16(a) or (ii) is attributable to such Foreign Lender's
        failure to comply with Section 2.16 (e) when legally able to do so.

               "EXPOSURE" means, with respect to any Lender at any time, such
        Lender's Outstanding Loans plus such Lender's Applicable Percentage of
        the aggregate LC Outstandings at such time plus such Lender's Applicable
        Percentage of the aggregate Unreimbursed LC Disbursements at such time.

               "EXTENSION OF CREDIT" means (a) the making by any Lender of a
        Revolving Loan, (b) the issuance of a Letter of Credit by the LC Bank or
        (c) the amendment of any Letter of Credit having the effect of extending
        the stated termination date thereof, increasing the LC Outstandings, or
        otherwise altering any of the material terms or conditions thereof.

               "FACILITY FEE" has the meaning set forth in Section 2.11.

               "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted
        average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
        rates on overnight Federal funds transactions with members of the
        Federal Reserve System arranged by Federal funds brokers, as published
        on the next succeeding Business Day by the Federal Reserve Bank of New
        York, or, if such rate is not so published for any day that is a


                                       7
<PAGE>

        Business Day, the average (rounded upwards, if necessary, to the next
        1/100 of 1%) of the quotations for such day for such transactions
        received by the Administrative Agent from three Federal funds brokers of
        recognized standing selected by it.

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

               "GAAP" means generally accepted accounting principles in the
        United States of America consistent with those applied in the
        preparation of the financial statements referred to in Section 4.01(e).

               "GOVERNMENTAL AUTHORITY" means the government of the United
        States of America, any other nation, or any political subdivision of the
        United States of America or any other nation, whether state or local,
        and any agency, authority, instrumentality, regulatory body, court,
        central bank or other entity exercising executive, legislative,
        judicial, taxing, regulatory or administrative powers or functions of or
        pertaining to government and includes, in any event, an "Independent
        System Operator" or any entity performing a similar function.

               "GRANTING LENDER" has the meaning set forth in Section 11.04.

               "GUARANTOR" has the meaning set forth in the preamble.

               "GUARANTY" means the guaranty of the Guarantor pursuant to
        Article X of this Agreement.

               "HAZARDOUS MATERIALS" means any asbestos; flammables; volatile
        hydrocarbons; industrial solvents; explosive or radioactive materials;
        hazardous wastes; toxic substances; liquefied natural gas; natural gas
        liquids; synthetic gas; oil, petroleum, or related materials and any
        constituents, derivatives, or byproducts thereof or additives thereto;
        or any other material, substance, waste, element or compound (including
        any product) regulated pursuant to any Environmental Law, including,
        without limitation, substances defined as "hazardous substances,"
        "hazardous materials," "contaminants," "pollutants," "hazardous wastes,"
        "toxic substances," "solid waste," or "extremely hazardous substances"
        in (i) CERCLA, (ii) the Hazardous Materials Transportation Act, 49
        U.S.C. Section 1801 et seq., (iii) the Resource Conservation and
        Recovery Act, 42 U.S.C. Section 6901 et seq., (iv) the Federal Water
        Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq., (v)
        the Clean Air Act, 42 U.S.C. Section 7401 et seq., (vi) the Toxic
        Substances Control Act, 15 U.S.C. Section 2601 et seq., (vii) the Safe
        Drinking Water Act, 42 U.S.C. Section 300f et seq., or (viii) foreign,
        state, local or municipal law, in each case, as may be amended from time
        to time.

               "INDEBTEDNESS" of any Person means (without duplication) (a) Debt
        for Borrowed Money, (b) obligations to pay the deferred purchase price
        of property or services, except trade accounts payable arising in the
        ordinary course of business which are not overdue, (c) all obligations,
        contingent or otherwise, in respect of any letters of credit, bankers'


                                       8
<PAGE>

        acceptances or interest rate, currency or commodity swap, cap or floor
        arrangements, (d) all indebtedness of others secured by (or for which
        the holder of such indebtedness has an existing right, contingent or
        otherwise, to be secured by) any Lien on property owned or acquired by
        such Person, whether or not the indebtedness secured thereby has been
        assumed, (e) all amounts payable in connection with mandatory
        redemptions or repurchases of preferred stock, and (f) obligations under
        direct or indirect guarantees in respect of, and obligations (contingent
        or otherwise) to purchase or otherwise acquire, or otherwise to assure a
        creditor against loss in respect of, indebtedness or obligations of
        others of the kinds referred to in clauses (a) through (e) above.

               "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

               "INDEMNITEE" has the meaning set forth in Section 11.03.

               "INDEX DEBT" means the senior unsecured long-term debt securities
        of the Borrower, without third-party credit enhancement provided by a
        Person other than the Guarantor.

               "INFORMATION" has the meaning set forth in Section 11.12.

               "INITIAL CREDIT EVENT DATE" means the date on which the initial
        Loan or Borrowing is funded or the initial Letter of Credit hereunder is
        issued.

               "INSUFFICIENCY" means, with respect to any Plan, the amount, if
        any, by which the present value of all vested and unvested accrued
        benefits under such Plan exceeds the fair market value of assets
        allocable to such benefits, all determined as of the then most recent
        valuation date for such Plan using actuarial assumptions used in
        determining such Plan's normal cost for purposes of Section 4l2(b)(2)(A)
        of the Code.

               "INTEREST COVERAGE RATIO" means, for any period, the ratio of (i)
        the sum of (a) Consolidated Net Income for such period plus (b) income
        taxes deducted in determining such Consolidated Net Income plus (c)
        Consolidated Interest Expense for such period to (ii) Consolidated
        Interest Expense for such period.

               "INTEREST ELECTION REQUEST" means a request by the Borrower to
        convert or continue a Revolving Borrowing in accordance with Section
        2.05.

               "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan,
        the last day of each March, June, September and December, (b) with
        respect to any Eurodollar Loan, the last day of the Interest Period
        applicable to the Borrowing of which such Loan is a part and, in the
        case of a Eurodollar Borrowing with an Interest Period of more than
        three months' duration, the day that is three months after the first day
        of such Interest Period and (c) with respect to any Loan, the
        Termination Date.

               "INTEREST PERIOD" means with respect to any Eurodollar Borrowing,
        the period commencing on the date of such Borrowing and ending on the
        numerically corresponding day in the calendar month that is one, two,
        three or six months thereafter, as the Borrower may elect; provided that
        (a) if any Interest Period would end on a day other than a


                                       9
<PAGE>

        Business Day, such Interest Period shall be extended to the next
        succeeding Business Day unless such next succeeding Business Day would
        fall in the next calendar month, in which case such Interest Period
        shall end on the next preceding Business Day; and (b) any Interest
        Period that commences on the last Business Day of a calendar month (or
        on a day for which there is no numerically corresponding day in the last
        calendar month of such Interest Period) shall end on the last Business
        Day of the last calendar month of such Interest Period. For purposes
        hereof, the date of a Borrowing initially shall be the date on which
        such Borrowing is made and, in the case of a Revolving Borrowing,
        thereafter shall be the effective date of the most recent conversion or
        continuation of such Borrowing.

               "LEAD ARRANGER" shall mean Barclays Capital.

               "LC BANK" has the meaning set forth in the preamble.

               "LC OUTSTANDINGS" means, for any date of determination, the
        aggregate maximum amount available to be drawn under all Letters of
        Credit outstanding on such date (assuming the satisfaction of all
        conditions for drawing enumerated therein).

               "LC RISK PARTICIPATION FEE" has the meaning set forth in Section
        2.11.

               "LENDERS" means (a) the Persons listed on Schedule 2.01 and any
        other Person that shall have become a party hereto pursuant to an
        Assignment and Acceptance, other than any such Person that ceases to be
        a party hereto pursuant to an Assignment and Acceptance and (b) if and
        to the extent so provided in Section 2.03(c), the LC Bank.

               "LETTER OF CREDIT" means a letter of credit issued by the LC Bank
        pursuant to the terms of this Agreement, as such letter of credit may
        from time to time be amended, modified or extended in accordance with
        the terms of this Agreement.

               "LIBO RATE" means, with respect to any Eurodollar Borrowing for
        any Interest Period, the rate appearing on Telerate Page 3750 (or on any
        successor or substitute page of such service, or any successor to or
        substitute for such service, providing rate quotations comparable to
        those currently provided on such page of such service, as determined by
        the Administrative Agent from time to time for purposes of providing
        quotations of interest rates applicable to dollar deposits in the London
        interbank market) at approximately 11:00 a.m., London time, two Business
        Days prior to the commencement of such Interest Period, as the rate for
        dollar deposits with a maturity comparable to such Interest Period. In
        the event that such rate is not available at such time for any reason,
        then the "LIBO RATE" with respect to such Eurodollar Borrowing for such
        Interest Period shall be the rate at which Dollar deposits of $5,000,000
        and for a maturity comparable to such Interest Period are offered by the
        principal London office of the Administrative Agent in immediately
        available funds in the London interbank market at approximately 11:00
        a.m., London time, two Business Days prior to the commencement of such
        Interest Period.

               "LIEN" has the meaning set forth in Section 6.01(a).


                                       10
<PAGE>

               "LOANS" means the loans made by the Lenders to the Borrower
        pursuant to this Agreement.

               "MARGIN STOCK" means margin stock within the meaning of
        Regulations U and X issued by the Board.

               "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a)
        the business, assets, operations, condition (financial or otherwise) or
        prospects of the Guarantor and its Subsidiaries taken as a whole; (b)
        the validity or enforceability of any of Credit Documents or the rights,
        remedies and benefits available to the Administrative Agent and the
        Lenders thereunder; or (c) the ability of the Borrower or the Guarantor
        to consummate the Transactions.

               "MATERIAL SUBSIDIARY" means at any time the Borrower, NIPSCO,
        Columbia, and each Subsidiary of the Guarantor, other than the Borrower,
        NIPSCO and Columbia, in respect of which:

               (a) the Guarantor's and its other Subsidiaries' investments in
        and advances to such Subsidiary and its Subsidiaries exceed 10% of the
        consolidated total assets of the Guarantor and its Subsidiaries taken as
        a whole, as of the end of the most recent fiscal year; or

               (b) the Guarantor's and its other Subsidiaries' proportionate
        interest in the total assets (after intercompany eliminations) of such
        Subsidiary and its Subsidiaries exceeds 10% of the consolidated total
        assets of the Guarantor and its Subsidiaries as of the end of the most
        recent fiscal year; or

               (c) the Guarantor's and its other Subsidiaries' equity in the
        income from continuing operations before income taxes, extraordinary
        items and cumulative effect of a change in accounting principles of such
        Subsidiary and its Subsidiaries exceeds 10% of the consolidated income
        of the Guarantor and its Subsidiaries for the most recent fiscal year.

               "MERGER" means, collectively: (a) the merger of Parent
        Acquisition Corp., an Indiana corporation, with and into NiSource Inc.,
        an Indiana corporation ("OLD NISOURCE"), (b) the merger of Company
        Acquisition Corp., a Delaware corporation, with and into Columbia and
        (c) the merger of Old NiSource into NiSource, which transactions were
        consummated on November 1, 2000.

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

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

               "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined
        in Section 4001(a)(15) of ERISA, which (a) is maintained for employees
        of the Borrower or an ERISA Affiliate and at least one Person other than
        the Borrower and its ERISA Affiliates, or (b) was so maintained and in
        respect of which the Borrower or an ERISA


                                       11
<PAGE>

        Affiliate could have liability under Section 4064 or 4069 of ERISA in
        the event that such plan has been or were to be terminated.

               "NIPSCO" means Northern Indiana Public Service Company, an
        Indiana corporation.

               "NON-RECOURSE DEBT" means Indebtedness of the Guarantor or any of
        its Subsidiaries which is incurred in connection with the acquisition,
        construction, sale, transfer or other disposition of specific assets, to
        the extent recourse, whether contractual or as a matter of law, for
        non-payment of such Indebtedness is limited (a) to such assets or (b) if
        such assets are (or are to be) held by a Subsidiary formed solely for
        such purpose, to such Subsidiary or the Capital Stock of such
        Subsidiary.

               "OBLIGATIONS" means all amounts, direct or indirect, contingent
        or absolute, of every type or description, and at any time existing and
        whenever incurred (including, without limitation, after the commencement
        of any bankruptcy proceeding), owing to the Administrative Agent or any
        Lender pursuant to the terms of this Agreement or any other Credit
        Document.

               "OTHER CREDIT AGREEMENT" means the 3-Year Revolving Credit
        Agreement, dated as of March 23, 2001, as amended, supplemented or
        otherwise modified from time to time, among the Borrower, the Guarantor,
        the lead arrangers, arrangers, senior managing agents, managers,
        co-documentation agents and other lenders from time to time parties
        thereto, Credit Suisse First Boston, as syndication agent and Barclays,
        as issuer of any letters of credit provided for thereunder and as
        administrative agent thereunder.

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

               "OUTSTANDING LOANS" means, as to any Lender at any time, the
        aggregate principal amount of all Loans made or maintained by such
        Lender then outstanding.

               "PARTICIPANT" has the meaning set forth in Section 11.04.

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

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

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


                                       12
<PAGE>

               "PRICING GRID" means the pricing grid attached hereto as Annex A.

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

               "PROJECT" means an energy or power generation, transmission or
        distribution facility (including, without limitation, a thermal energy
        generation, transmission or distribution facility and an electric power
        generation, transmission or distribution facility (including, without
        limitation, a cogeneration facility)), a gas production, transportation
        or distribution facility, or a minerals extraction, processing or
        distribution facility, together with (a) all related electric power
        transmission, fuel supply and fuel transportation facilities and power
        supply, thermal energy supply, gas supply, minerals supply and fuel
        contracts, (b) other facilities, services or goods that are ancillary,
        incidental, necessary or reasonably related to the marketing,
        development, construction, management, servicing, ownership or operation
        of such facility, (c) contractual arrangements with customers, suppliers
        and contractors in respect of such facility, and (d) any infrastructure
        facility related to such facility, including, without limitation, for
        the treatment or management of waste water or the treatment or
        remediation of waste, pollution or potential pollutants.

               "PROJECT FINANCING" means Indebtedness incurred by a Project
        Financing Subsidiary to finance (a) the development and operation of the
        Project such Project Financing Subsidiary was formed to develop or (b)
        activities incidental thereto; provided that such Indebtedness does not
        include recourse to the Guarantor or any of its other Subsidiaries other
        than (x) recourse to the Capital Stock in any such Project Financing
        Subsidiary, and (y) recourse pursuant to a Contingent Guaranty.

               "PROJECT FINANCING SUBSIDIARY" means any Subsidiary (a) that (i)
        is not a Material Subsidiary, and (ii) whose principal purpose is to
        develop a Project and activities incidental thereto (including, without
        limitation, the financing and operation of such Project), or to become a
        partner, member or other equity participant in a partnership, limited
        liability company or other entity having such a principal purpose, and
        (b) substantially all the assets of which are limited to the assets
        relating to the Project being developed or Capital Stock in such
        partnership, limited liability company or other entity (and
        substantially all of the assets of any such partnership, limited
        liability company or other entity are limited to the assets relating to
        such Project); provided that such Subsidiary incurs no Indebtedness
        other than in respect of a Project Financing.

               "REGISTER" has the meaning set forth in Section 11.04.

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

               "REQUEST FOR ISSUANCE" has the meaning set forth in Section 2.03.


                                       13
<PAGE>

               "REQUIRED LENDERS" means Lenders having at least 51% in aggregate
        amount of the Commitments, or if the Commitments shall have been
        terminated, of the Total Outstanding Principal.

               "RESPONSIBLE OFFICER" of a Credit Party means any of (a) the
        President, the chief financial officer, the chief accounting officer and
        the Treasurer of such Credit Party and (b) any other officer of such
        Credit Party whose responsibilities include monitoring compliance with
        this Agreement.

               "REVOLVING LOAN" means a Loan made pursuant to Section 2.02.

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

               "SPFV" has the meaning set forth in Section 11.04.

               "SUBSIDIARY" means, with respect to any Person, any corporation
        or other entity of which at least a majority of the outstanding shares
        of stock or other ownership interests having by the terms thereof
        ordinary voting power to elect a majority of the board of directors or
        other managers of such corporation or other entity (irrespective of
        whether or not at the time stock or other equity interests of any other
        class or classes of such corporation or other entity shall have or might
        have voting power by reason of the happening of any contingency) is at
        the time directly or indirectly owned or controlled by such Person or
        one or more of the Subsidiaries of such Person.

               "SUBSTANTIAL SUBSIDIARIES" has the meaning set forth in Section
        8.01.

               "TAXES" means any and all present or future taxes, levies,
        imposts, duties, deductions, charges or withholdings imposed by any
        Governmental Authority, including any interest, penalties and additions
        to tax imposed thereon or in connection therewith.

               "TERMINATION DATE" means the earliest of (a) March 20, 2003 and
        (b) the date upon which the Commitments are terminated pursuant to
        Section 8.1 or otherwise.

               "TOTAL OUTSTANDING PRINCIPAL" means the aggregate amount of the
        Outstanding Loans of all Lenders plus the aggregate LC Outstandings plus
        the aggregate Unreimbursed LC Disbursements.

               "TERMINATING FACILITIES" means financing facilities described on
        Schedule 3.01 hereto.

               "TRANSACTIONS" means the execution, delivery and performance by
        the Borrower of this Agreement and the Borrowing of Loans and issuances
        of Letters of Credit hereunder.

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


                                       14
<PAGE>

               "UNREIMBURSED LC DISBURSEMENT" means the unpaid obligation (or,
        if the context so requires, the amount of such obligation) of the
        Borrower to reimburse the LC Bank for a payment made by the LC Bank
        under a Letter of Credit, but shall not include any portion of such
        obligation that has been repaid with the proceeds of, or converted to,
        Loans hereunder.

               "UTILITY SUBSIDIARY" means a Subsidiary of the Guarantor that is
        subject to regulation by a Governmental Authority (federal, state or
        otherwise) having authority to regulate utilities.

               "UTILIZATION FEE" has the meaning set forth in Section 2.11.

               "WHOLLY-OWNED SUBSIDIARY" shall mean, with respect to any Person,
        any corporation or other entity of which all of the outstanding shares
        of stock or other ownership interests in which, other than directors'
        qualifying shares (or the equivalent thereof), are at the time directly
        or indirectly owned or controlled by such Person or one or more of the
        Subsidiaries of such Person.

               "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as
        a result of a complete or partial withdrawal from such Multiemployer
        Plan, as such terms are defined in Sections 4201, 4203 and 4205 of
        ERISA.





                                       15
<PAGE>

        SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Type (e.g., a
"EURODOLLAR LOAN"). Borrowings also may be classified and referred to by Type
(e.g., a "EURODOLLAR BORROWING").

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

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

                                   ARTICLE II

                                   THE CREDITS

        SECTION 2.01. COMMITMENTS.

        (a) Subject to the terms and conditions set forth herein, each Lender
agrees to make Revolving Loans to the Borrower from time to time during the
Availability Period in an aggregate principal amount that will not result in (i)
such Lender's Exposure exceeding such Lender's Commitment or (ii) the sum of the
Exposures of all of the Lenders exceeding the Aggregate Commitments.


                                       16
<PAGE>

        (b) Subject to the terms and conditions set forth herein, the LC Bank
agrees to issue Letters of Credit and each Lender agrees to participate in such
Letters of Credit, in each case as set forth herein, from time to time during
the Availability Period in an aggregate stated amount that will not result in
(i) the aggregate LC Outstandings under this Agreement exceeding $500,000,000,
(ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum
of the Exposures of all of the Lenders exceeding the Aggregate Commitments.

        (c) Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans
and request the issuance of Letters of Credit.

        SECTION 2.02. REVOLVING LOANS AND REVOLVING BORROWINGS; REQUESTS FOR
BORROWINGS.

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

        (b) Subject to Section 2.13, each Revolving Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement.

        (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $5,000,000 and not less than $25,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000; provided that an ABR Revolving
Borrowing may be to an aggregate amount that is equal to the entire unused
balance of the Aggregate Commitments. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of ten Eurodollar Revolving Borrowings outstanding under this
Agreement.

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

               (i) the aggregate amount of the requested Borrowing;



                                       17
<PAGE>

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

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

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

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

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

        SECTION 2.03. LETTERS OF CREDIT

        (a) LC Bank. Subject to the terms and conditions hereof, the Borrower
may from time to time request Barclays, as LC Bank, to issue one or more Letters
of Credit hereunder. Any such request by the Borrower shall be notified to the
Administrative Agent at least five Business Days prior to the date upon which
the Borrower proposes that the LC Bank issue such Letter of Credit. At no time
shall (i) the aggregate LC Outstandings exceed the sum of the Commitments or
(ii) the aggregate LC Outstandings under this Agreement exceed $500,000,000.

        (b) Letters of Credit. Each Letter of Credit shall be issued (or the
stated maturity thereof extended or terms thereof modified or amended) on not
less than five Business Days' prior written notice thereof to the Administrative
Agent (which shall promptly distribute copies thereof to the Lenders) and the LC
Bank. Each such notice (a "REQUEST FOR ISSUANCE") shall specify (i) the date
(which shall be a Business Day) of issuance of such Letter of Credit (or the
date of effectiveness of such extension, modification or amendment) and the
stated expiry date thereof (which shall be not later than the Termination Date),
(ii) the proposed stated amount of such Letter of Credit and (iii) such other
information as shall demonstrate compliance of such Letter of Credit with the
requirements specified therefor in this Agreement. Each Request for Issuance
shall be irrevocable unless modified or rescinded by the Borrower not less than
two days prior to the proposed date of issuance (or effectiveness) specified
therein. If the LC Bank shall have approved the form of such Letter of Credit
(or such extension, modification or amendment thereof), the LC Bank shall not
later than 11:00 A.M. (New York City time) on the proposed date specified in
such Request for Issuance, and upon fulfillment of the applicable conditions
precedent and the other requirements set forth herein and as otherwise agreed to
between the LC Bank and the Borrower, issue (or extend, amend or modify) such
Letter of Credit and provide notice and a copy thereof to the Administrative
Agent. The Administrative


                                       18
<PAGE>

Agent shall furnish (x) to each Lender, a copy of such notice and (y) to each
Lender that may so request, a copy of such Letter of Credit.

        (c) Reimbursement on Demand. Subject to the provisions of Section
2.03(d) hereof, the Borrower hereby agrees to pay (whether with the proceeds of
Loans made pursuant to this Agreement or otherwise) to the LC Bank on demand (i)
on and after each date on which the LC Bank shall pay any amount under any
Letter of Credit a sum equal to such amount so paid (which sum shall constitute
a demand loan from the LC Bank to the Borrower from the date of such payment by
the LC Bank until so paid by the Borrower), plus (ii) interest on any amount
remaining unpaid by the Borrower to the LC Bank under clause (i), above, from
the date such amount becomes payable on demand until payment in full, at a rate
per annum which is equal to 2% plus the then applicable Alternate Base Rate
until paid in full.

        (d) Loans for Unreimbursed LC Disbursements. If the LC Bank shall make
any payment under any Letter of Credit and if the conditions precedent set forth
in Section 3.02 of this Agreement have been satisfied as of the date of such
honor, then, each Lender's payment made to the LC Bank pursuant to paragraph (e)
of this Section 2.03 in respect of such Unreimbursed LC Disbursement shall be
deemed to constitute an ABR Loan made for the account of the Borrower by such
Lender. Each such ABR Loan shall have an Interest Period ending on (i) the first
March 31, June 30, September 30 or December 31 to occur following the date such
ABR Loan is made, or (ii) if earlier, the Termination Date.

        (e) Participation; Reimbursement of LC Bank.

               (i) Upon the issuance of any Letter of Credit by the LC Bank, the
        LC Bank hereby sells and transfers to each Lender, and each Lender
        hereby acquires from the LC Bank, an undivided interest and
        participation to the extent of such Lender's Applicable Percentage in
        and to such Letter of Credit, including the obligations of the LC Bank
        under and in respect thereof and the Borrower's reimbursement and other
        obligations in respect thereof, whether now existing or hereafter
        arising.

               (ii) If the LC Bank shall not have been reimbursed in full for
        any payment made by the LC Bank under any Letter of Credit on the date
        of such payment, the LC Bank shall promptly notify the Administrative
        Agent and the Administrative Agent shall promptly notify each Lender of
        such non-reimbursement and the amount thereof. Upon receipt of such
        notice from the Administrative Agent, each Lender shall pay to the
        Administrative Agent for the account of the LC Bank an amount equal to
        such Lender's Applicable Percentage of such Unreimbursed LC
        Disbursement, plus interest on such amount at a rate per annum equal to
        the Federal Funds Rate from the date of such payment by the LC Bank to
        the date of payment to the LC Bank by such Lender. All such payments by
        each Lender shall be made in United States dollars and in same day funds
        not later than 3:00 P.M. (New York City time) on the later to occur of
        (A) the Business Day immediately following the date of such payment by
        the LC Bank and (B) the Business Day on which such Lender shall have
        received notice of such non-reimbursement; provided, however, that if
        such notice is received by such Lender later than 11:00 A.M. (New York
        City time) on such Business Day, such payment shall be payable on the
        next Business Day. Each Lender agrees that each such payment shall be


                                       19
<PAGE>

        made without any offset, abatement, withholding or reduction whatsoever.
        If a Lender shall have paid to the LC Bank its ratable portion of any
        Unreimbursed LC Disbursement, together with all interest thereon
        required by the second sentence of this subparagraph (ii), such Lender
        shall be entitled to receive its ratable share of all interest paid by
        the Borrower in respect of such Unreimbursed LC Disbursement. If such
        Lender shall have made such payment to the LC Bank, but without all such
        interest thereon required by the second sentence of this subparagraph
        (ii), such Lender shall be entitled to receive its ratable share of the
        interest paid by the Borrower in respect of such Unreimbursed LC
        Disbursement only from the date it shall have paid all interest required
        by the second sentence of this subparagraph (ii).

               (iii) The failure of any Lender to make any payment to the LC
        Bank in accordance with subparagraph (ii) above, shall not relieve any
        other Lender of its obligation to make payment, but neither the LC Bank
        nor any Lender shall be responsible for the failure of any other Lender
        to make such payment. If any Lender shall fail to make any payment to
        the LC Bank in accordance with subparagraph (ii) above, then such Lender
        shall pay to the LC Bank forthwith on demand such corresponding amount
        together with interest thereon, for each day until the date such amount
        is repaid to the LC Bank at the Federal Funds Rate. Nothing herein shall
        in any way limit, waive or otherwise reduce any claims that any party
        hereto may have against any non-performing Lender.

               (iv) If any Lender shall fail to make any payment to the LC Bank
        in accordance with subparagraph (ii), above, then, in addition to other
        rights and remedies which the LC Bank may have, the Administrative Agent
        is hereby authorized, at the request of the LC Bank, to withhold and to
        apply to the payment of such amounts owing by such Lender to the LC Bank
        and any related interest, that portion of any payment received by the
        Administrative Agent that would otherwise be payable to such Lender. In
        furtherance of the foregoing, if any Lender shall fail to make any
        payment to the LC Bank in accordance with subparagraph (ii), above, and
        such failure shall continue for five Business Days following written
        notice of such failure from the LC Bank to such Lender, the LC Bank may
        acquire, or transfer to a third party in exchange for the sum or sums
        due from such Lender, such Lender's interest in the related Unreimbursed
        LC Disbursement and all other rights of such Lender hereunder in respect
        thereof, without, however, relieving such Lender from any liability for
        damages, costs and expenses suffered by the LC Bank as a result of such
        failure, and prior to such transfer, the LC Bank shall be deemed, for
        purposes of Section 2.17 and Article VIII hereof, to be a Lender
        hereunder owed a Loan in an amount equal to the outstanding principal
        amount due and payable by such Lender to the Administrative Agent for
        the account of such LC Bank pursuant to subparagraph (ii), above. The
        purchaser of any such interest shall be deemed to have acquired an
        interest senior to the interest of such Lender and shall be entitled to
        receive all subsequent payments which the LC Bank or the Administrative
        Agent would otherwise have made hereunder to such Lender in respect of
        such interest.

        (f) Obligations Absolute. The payment obligations of each Lender under
Section 2.03(e) and of the Borrower under Section 2.03(c) of this Agreement in
respect of any payment under any Letter of Credit and any Loan made under
Section 2.03(d) shall be unconditional and


                                       20
<PAGE>

irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the following
circumstances:

               (i) any lack of validity or enforceability of any Credit Document
        or any other agreement or instrument relating thereto or to such Letter
        of Credit;

               (ii) any amendment or waiver of, or any consent to departure
        from, all or any of the Credit Documents;

               (iii) the existence of any claim, set-off, defense or other right
        which the Borrower may have at any time against any beneficiary, or any
        transferee, of such Letter of Credit (or any Persons for whom any such
        beneficiary or any such transferee may be acting), the LC Bank, or any
        other Person, whether in connection with this Agreement, the
        transactions contemplated herein or by such Letter of Credit, or any
        unrelated transaction;

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

               (v) payment in good faith by the LC Bank under the Letter of
        Credit issued by the LC Bank against presentation of a draft or
        certificate which does not comply with the terms of such Letter of
        Credit; or

               (vi) any other circumstance or happening whatsoever, whether or
        not similar to any of the foregoing.

        (g) Liability of LC Bank and the Lenders. The Borrower assumes all risks
of the acts and omissions of any beneficiary or transferee of any Letter of
Credit. Neither the LC Bank, the Lenders nor any of their respective officers,
directors, employees, agents or Affiliates shall be liable or responsible for
(i) the use that may be made of such Letter of Credit or any acts or omissions
of any beneficiary or transferee thereof in connection therewith; (ii) the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (iii) payment by the LC Bank
against presentation of documents that do not comply with the terms of such
Letter of Credit, including failure of any documents to bear any reference or
adequate reference to such Letter of Credit; or (iv) any other circumstances
whatsoever in making or failing to make payment under such Letter of Credit,
except that the Borrower or any Lender shall have the right to bring suit
against the LC Bank, and the LC Bank shall be liable to the Borrower and any
Lender, to the extent of any direct, as opposed to consequential, damages
suffered by the Borrower or such Lender which the Borrower or such Lender proves
were caused by the LC Bank's willful misconduct or gross negligence, including
the LC Bank's willful or grossly negligent failure to make timely payment under
such Letter of Credit following the presentation to it by the beneficiary
thereof of a draft and accompanying certificate(s) which strictly comply with
the terms and conditions of such Letter of Credit. In furtherance and not in
limitation of the foregoing, the LC Bank may accept sight drafts and
accompanying certificates presented under the Letter of Credit issued by the LC
Bank that appear on their face to be in order, without


                                       21
<PAGE>

responsibility for further investigation, regardless of any notice or
information to the contrary. Notwithstanding the foregoing, no Lender shall be
obligated to indemnify the Borrower for damages caused by the LC Bank's willful
misconduct or gross negligence, and the obligation of the Borrower to reimburse
the Lenders hereunder shall be absolute and unconditional, notwithstanding the
gross negligence or willful misconduct of the LC Bank.

        SECTION 2.04. FUNDING OF BORROWINGS.

        (a) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 3:00
p.m., New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account established and
maintained by the Borrower at the Administrative Agent's office in New York
City.

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

        SECTION 2.05. INTEREST ELECTIONS.

        (a) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

        (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.02 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by


                                       22
<PAGE>

hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.

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

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

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

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

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

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

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

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

        SECTION 2.06. MANDATORY TERMINATION OR REDUCTION OF COMMITMENTS.

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


                                       23
<PAGE>

        SECTION 2.07. MANDATORY PREPAYMENTS.

        (a) If at any time the Total Outstanding Principal exceeds the Aggregate
Commitments then in effect for any reason whatsoever (including, without
limitation, as a result of any reduction in the Aggregate Commitments pursuant
to Section 2.08), the Borrower shall prepay Loans in such aggregate amount
(together with accrued interest thereon to the extent required by Section 2.12)
as shall be necessary so that, after giving effect to such prepayment, the Total
Outstanding Principal does not exceed the Aggregate Commitments.

        (b) Each prepayment of Loans pursuant to this Section 2.07 shall be
accompanied by the Borrower's payment of any amounts payable under Section 2.15
in connection with such prepayment. Prepayments of Revolving Loans shall be
applied ratably to the Loans so prepaid.

        SECTION 2.08. OPTIONAL REDUCTION OF COMMITMENTS.

        (a) The Borrower may at any time terminate, or from time to time reduce,
the Commitments; provided that (i) each reduction of the Commitments shall be in
an amount that is an integral multiple of $5,000,000 and not less than
$25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.10, the Total Outstanding Principal would exceed the Aggregate
Commitments thereafter in effect.

        (b) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under Section 2.08(a) at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent.

        (c) Each reduction of the Commitments pursuant to this Section 2.08
shall be made ratably among the Lenders in accordance with their respective
Commitments immediately preceding such reduction.

        SECTION 2.09. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

        (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan on the Termination Date.

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


                                       24
<PAGE>

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

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

        (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 11.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

        SECTION 2.10. OPTIONAL PREPAYMENT OF LOANS.

        (a) The Borrower shall have the right at any time and from time to time
to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section.

        (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.08. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02 it being understood that
the foregoing minimums shall not apply to the prepayment in whole of the
outstanding Revolving Loans of all Lenders. Each prepayment of a Revolving
Borrowing shall be applied ratably to the Loans included in the prepaid
Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12 and by any amounts payable under Section 2.15 in
connection with such prepayment.


                                       25
<PAGE>

        SECTION 2.11. FEES.

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

        (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a letter of credit risk participation fee (each a "LC
RISK PARTICIPATION FEE"), which shall accrue at the Applicable Rate on the
average daily amount of the LC Outstandings during the period from and including
the Effective Date to but excluding the Termination Date or such later date as
on which there shall cease to be any LC Outstandings. Accrued LC Risk
Participation Fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the Effective Date;
provided that any LC Risk Participation Fees accruing after the date on which
the Commitments terminate shall be payable on demand. All LC Risk Participation
Fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

        (c) The Borrower agrees to pay to the Administrative Agent, for its own
account and for the account of the other Persons entitled thereto, the fees
provided for in that certain fee letter dated March 21, 2002, executed and
delivered with respect to the credit facility provided for herein, in each case,
in the amounts and at the times set forth therein and in immediately available
funds.

        (d) If at any time the Total Outstanding Principal exceeds 33% of the
Aggregate Commitments, the Borrower shall pay to the Administrative Agent, for
the account of the Lenders ratably in proportion to their respective Applicable
Percentages, a utilization fee (the "UTILIZATION FEE") calculated for each day
with respect to the Total Outstanding Principal on such day at the rate for such
day determined in accordance with the Pricing Grid. The accrued Utilization Fee
shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the Effective Date; provided
that any Utilization Fee accruing after the date on which the Commitments
terminate shall be payable on demand. The Utilization Fee shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).


                                       26
<PAGE>

        (e) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (for distribution, in
the case of Facility Fees, LC Risk Participation Fees and any Utilization Fee,
to the Lenders). Fees due and paid shall not be refundable under any
circumstances.

        SECTION 2.12. INTEREST.

        (a) The Loans comprising each ABR Borrowing shall bear interest at a
rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

        (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at a rate per annum equal to the LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.

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

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

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

        SECTION 2.13. ALTERNATE RATE OF INTEREST. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

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

        (b) the Administrative Agent is advised by the Required Lenders that the
LIBO Rate for such Interest Period will not adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period;


                                       27
<PAGE>

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

        SECTION 2.14. INCREASED COSTS. (a) If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
        deposit or similar requirement against assets of, deposits with or for
        the account of, or credit extended by, any Lender or the LC Bank (except
        any such reserve requirement described in paragraph (e) of this
        Section); or

               (ii) impose on any Lender or the LC Bank or the London interbank
        market any other condition affecting this Agreement or Eurodollar Loans
        made by such Lender or participation therein or Unreimbursed LC
        Disbursements or Letters of Credit and participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender or the LC Bank of making or maintaining any Eurodollar Loan or
Unreimbursed LC Disbursement or issuing or maintaining Letters of Credit and
participation interests therein (or of maintaining its obligation to make any
such Loan or issue or participate in such Letter of Credit) or to reduce the
amount of any sum received or receivable by such Lender or the LC Bank hereunder
(whether of principal, interest or otherwise), then the Borrower will pay to
such Lender or the LC Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the LC Bank for such additional costs
incurred or reduction suffered.

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

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

        (d) Failure or delay on the part of any Lender or the LC Bank to demand
compensation pursuant to this Section shall not constitute a waiver of its right
to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant


                                       28
<PAGE>

to this Section for any increased costs or reductions incurred more than ninety
days prior to the date that such Lender or the LC Bank notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of its
intention to claim compensation therefor; provided, further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the ninety day period referred to above shall be extended to include the period
of retroactive effect thereof.

        (e) The Borrower shall pay (without duplication as to amounts paid under
this Section 2.14) to each Lender, so long as such Lender shall be required
under regulations of the Board to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Eurodollar Loan of such Lender,
from the date of such Loan until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the LIBO Rate for the Interest Period for such Loan from (ii)
the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period,
payable on each date on which interest is payable on such Loan. Such additional
interest determined by such Lender and notified to the Borrower and the
Administrative Agent, accompanied by the calculation of the amount thereof,
shall be conclusive and binding for all purposes absent manifest error.






                                       29

<PAGE>
        SECTION 2.15. BREAK FUNDING PAYMENTS. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice is permitted to be revocable under
Section 2.10(b) and is revoked in accordance therewith), or (d) the assignment
of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section
2.18, then, in any such event, the Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. In the case of a Eurodollar
Loan, the loss to any Lender attributable to any such event shall be deemed to
include an amount reasonably determined by such Lender to be equal to the
excess, if any, of (x) the amount of interest that such Lender would pay for a
deposit equal to the principal amount of such Loan for the period from the date
of such payment, conversion, failure or assignment to the last day of the then
current Interest Period for such Loan (or, in the case of a failure to borrow,
convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest rate
payable on such deposit were equal to the LIBO Rate for such Interest Period,
over (y) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for dollar deposit from other banks in the eurodollar
market at the commencement of such period. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

        SECTION 2.16. TAXES.

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

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

        (c) The Borrower shall indemnify the Administrative Agent, the LC Bank
and each Lender, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (and for any Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid by the
Administrative Agent, the LC Bank or such Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally


                                       30
<PAGE>

imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender or
the LC Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the LC Bank, shall be conclusive absent manifest error.

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

        (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the laws of the jurisdiction in which the
Borrower or the Guarantor is located, or any treaty to which such jurisdiction
is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with an additional original or a photocopy, as required under
applicable rules and procedures, to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
shall be necessary to permit such payments to be made without withholding or at
a reduced rate. Further, in those circumstances as shall be necessary to allow
payments hereunder to be made free of (or at a reduced rate of) withholding tax,
each other Lender and the Administrative Agent, as applicable, shall deliver to
Borrower such documentation as the Borrower may reasonably request in writing.

        (f) Except with the prior written consent of the Administrative Agent,
all amounts payable by a Credit Party hereunder shall be paid by such Credit
Party in its own name and for its own account from within the United States by a
payor that is a United States person (within the meaning of Section 7701 of the
Code).

        SECTION 2.17. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.

        (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or under Section 2.14, 2.15,
2.16 or 11.03, or otherwise) prior to 12:00 noon, New York City time, on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 222 Broadway, New
York, New York, except that payments pursuant to Sections 2.14, 2.15, 2.16 and
11.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in Dollars.

        (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder,


                                       31
<PAGE>

such funds shall be applied (i) first, to pay interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, to pay
principal then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal then due to such parties.

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

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

        (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.03(e), 2.04(b) or 2.17(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

        SECTION 2.18. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS. (a) Any
Lender claiming reimbursement or compensation from the Borrower under either of
Sections 2.14 and 2.16 for any losses, costs or other liabilities shall use
reasonable efforts (including, without limitation, reasonable efforts to
designate a different lending office of such Lender for funding or


                                       32
<PAGE>

booking its Loans or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates) to mitigate the amount of such losses,
costs and other liabilities, if such efforts can be made and such mitigation can
be accomplished without such Lender suffering (i) any economic disadvantage for
which such Lender does not receive full indemnity from the Borrower under this
Agreement or (ii) otherwise be disadvantageous to such Lender.

        (b) In determining the amount of any claim for reimbursement or
compensation under Sections 2.14 and 2.16, each Lender will use reasonable
methods of calculation consistent with such methods customarily employed by such
Lender in similar situations.

        (c) Each Lender will notify the Borrower either directly or through the
Administrative Agent of any event giving rise to a claim under Section 2.14 or
Section 2.16 promptly after the occurrence thereof which notice shall be
accompanied by a certificate of such Lender setting forth in reasonable detail
the circumstances of such claim.

        (d) If any Lender requests compensation under Section 2.14, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, or if any
Lender shall decline to consent to an extension of the Termination Date pursuant
to Section 2.19, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 11.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent and the LC Bank, which consent, in
the case of the Administrative Agent, shall not unreasonably be withheld and, in
the case of the LC Bank, may be given or withheld in the sole discretion of the
LC Bank, (ii) the Administrative Agent shall have received from the Borrower a
$3,000 administrative fee for each such Lender that is required to assign and
delegate its interests, rights and obligations under this Agreement, (iii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iv) in the case of any such assignment resulting
from a claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.16, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

        SECTION 2.19. EXTENSION OF TERMINATION DATE.

        Unless the Commitments shall have been terminated in whole, or an Event
of Default or a Default shall have occurred and then be continuing, the Borrower
may request the Administrative Agent and the Lenders to extend the then
scheduled Termination Date by 364 days, and the Termination Date shall be so
extended if Lenders holding 100% of the Commitments each in its sole discretion
consents in writing to such extension, subject to such


                                       33
<PAGE>

terms and conditions as they shall impose; provided that the Borrower may not
request an extension any earlier than the 60th day, and the Lenders may not
provide their consent to an extension any earlier than the 45th day, prior to
the then scheduled Termination Date. In the event that any Lender shall fail to
consent to such a request for extension, the Borrower shall have the right to
replace such dissenting Lender in accordance with Section 2.18.

                                   ARTICLE III
                                   CONDITIONS

        SECTION 3.01. CONDITIONS PRECEDENT TO THE INITIAL EXTENSION OF CREDIT.
The obligation of each Lender to make the Initial Extension of Credit shall not
become effective until the date on which each of the following conditions, and
each of the conditions set forth in Section 3.02, is satisfied (or waived in
accordance with Section 11.02); provided that each of the conditions set forth
in this Section 3.01 shall be satisfied or waived no later than the Initial
Credit Event Date.

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

        (b) The Lenders, the Administrative Agent, the Lead Arranger and each
other Person entitled to the payment of fees or the reimbursement or payment of
expenses, pursuant hereto or to that certain fee letter dated March 21, 2002,
executed and delivered with respect to the credit facility provided for herein,
shall have received all fees required to be paid by the Initial Credit Event
Date, and all expenses for which invoices have been presented on or before the
Initial Credit Event Date.

        (c) The Administrative Agent shall have received certified copies of the
resolutions of the Board of Directors of each of the Guarantor and the Borrower
approving this Agreement, and of all documents evidencing other necessary
corporate action and governmental and regulatory approvals with respect to this
Agreement.

        (d) The Administrative Agent shall have received from each of the
Borrower and the Guarantor, to the extent generally available in the relevant
jurisdiction, a copy of a certificate or certificates of the Secretary of State
(or other appropriate public official) of the jurisdiction of its incorporation,
dated reasonably near the Initial Credit Event Date, (i) listing the charters of
the Borrower or the Guarantor, as the case may be, and each amendment thereto on
file in such office and certifying that such amendments are the only amendments
to the Borrower's or the Guarantor's charter, as the case may be, on file in
such office, and (ii) stating that the Borrower, or the Guarantor, as the case
may be, is duly incorporated and in good standing under the laws of the
jurisdiction of its place of incorporation.

        (e) (i) The Administrative Agent shall have received a certificate or
certificates of each of the Borrower and the Guarantor, signed on behalf of the
Borrower and the Guarantor respectively, by a the Secretary, an Assistant
Secretary or a Responsible Officer thereof, dated


                                       34
<PAGE>

the Initial Credit Event Date, certifying as to (A) the absence of any
amendments to the charter of the Borrower or the Guarantor, as the case may be,
since the date of the certificates referred to in paragraph (d) above, (B) a
true and correct copy of the bylaws of each of the Borrower or the Guarantor, as
the case may be, as in effect on the Initial Credit Event Date, (C) the absence
of any proceeding for the dissolution or liquidation of the Borrower or the
Guarantor, as the case may be, (D) the truth, in all material respects, of the
representations and warranties contained in the Credit Documents to which the
Borrower or the Guarantor is a party, as the case may be, as though made on and
as of the Initial Credit Event Date, (E) the absence, as of the Initial Credit
Event Date, of any Default or Event of Default, (F) the representations and
warranties of the Guarantor and the Borrower set forth in the Other Credit
Agreement shall be true and correct in all material respects on and as of the
date hereof, except to the extent that such representations and warranties are
specifically limited to a prior date, and (G) with respect to the Other Credit
Agreement, no event has occurred and is continuing that constitutes a "Default"
or "Event of Default" (as defined in the Other Credit Agreement) or would
constitute such a "Default" or "Event of Default" but for the requirement that
notice be given or time elapse, or both; and (ii) each of such certifications
shall be true.

        (f) The Administrative Agent shall have received a certificate of the
Secretary or an Assistant Secretary of each of the Guarantor and the Borrower
certifying the names and true signatures of the officers of Guarantor or the
Borrower, as the case may be, authorized to sign, and signing, this Agreement
and the other Credit Documents to be delivered hereunder on or before the
Initial Credit Event Date.

        (g) The Administrative Agent shall have received from Schiff Hardin &
Waite, counsel for the Guarantor and the Borrower, a favorable opinion,
substantially in the form of Exhibit B hereto and as to such other matters as
any Lender through the Administrative Agent may reasonably request.

        SECTION 3.02. CONDITIONS PRECEDENT TO EACH EXTENSION OF CREDIT. The
obligation of each Lender to make any Extension of Credit and of the LC Bank to
issue any Letter of Credit (including the initial Extension of Credit but
excluding any conversion or continuation of any Loan) shall be subject to the
satisfaction (or waiver in accordance with Section 11.02) of each of the
following conditions:

        (a) The representations and warranties of the Guarantor and the Borrower
set forth in this Agreement shall be true and correct in all material respects
on and as of the date of such Extension of Credit, except to the extent that
such representations and warranties are specifically limited to a prior date, in
which case such representations and warranties shall be true and correct in all
material respects on and as of such prior date.

        (b) After giving effect to (A) such Extension of Credit, together with
all other Extensions of Credit to be made contemporaneously therewith, and (B)
the repayment of any Loans that are to be contemporaneously repaid at the time
such Loan is made, such Extension of Credit will not result in the sum of the
then Total Outstanding Principal exceeding the Aggregate Commitments.


                                       35
<PAGE>

        (c) Such Extension of Credit will comply with all other applicable
requirements of Article II, including without limitation Sections 2.01, 2.02 and
2.03, as applicable.

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

        (e) In the case of a Revolving Loan, the Administrative Agent shall have
timely received a Borrowing Request; and, in the case of a Letter of Credit
issuance, a Request for Issuance.

Each Extension of Credit and the acceptance by the Borrower of the benefits
thereof shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b),
(c) and (d) of this Section.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

        SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES. Each
of the Borrower and the Guarantors represents and warrants as follows:

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

        (b) The execution, delivery and performance by each of the Credit
Parties of the Credit Documents to which it is a party are within such Credit
Party's corporate powers, (i) have been duly authorized by all necessary
corporate action, (ii) do not contravene (A) such Credit Party's charter or
by-laws, as the case may be, or (B) any law, rule or regulation (including,
without limitation, the Public Utility Holding Company Act of 1935, as amended),
or any material Contractual Obligation or legal restriction, binding on or
affecting any Credit Party or any Material Subsidiary, as the case may be, and
(iii) do not require the creation of any Lien on the property of any Credit
Party or any Material Subsidiary under any Contractual Obligation binding on or
affecting such Credit Party or any Material Subsidiary.

        (c) No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or other Person is required for the due
execution, delivery and performance by any Credit Party of this Agreement or any
other Credit Document to which any of them is a party, except for such as have
been obtained or made and that are in full force and effect.

        (d) Each Credit Document to which any Credit Party is a party is a
legal, valid and binding obligation of such Credit Party, enforceable against
such Credit Party in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

        (e) The balance sheets of the Guarantor as at December 31, 2001, and the
related statements of income and retained earnings of the Guarantor for the
fiscal year then ended,


                                       36
<PAGE>

copies of which have been made available or furnished to each Lender, fairly
present (subject to year-end adjustments) the financial condition of the
Guarantor as at such date and the results of the operations of the Guarantor for
the period ended on such date, all in accordance with generally accepted
accounting principles consistently applied. The balance sheet of Columbia as at
December 31, 2001, and the related statements of income and retained earnings of
Columbia for the fiscal year then ended, copies of which have been made
available or furnished to each Lender, fairly present (subject to year-end
adjustments) the financial condition of Columbia as at such date and the results
of the operations of Columbia for the period ended on such date, all in
accordance with generally accepted accounting principles consistently applied.

        (f) Since December 31, 2001, there has been no material adverse change
in such condition or operations, or in the business, assets, operations,
condition (financial or otherwise) or prospects of any of the Credit Parties or
of Columbia.

        (g) There is no pending or threatened action or proceeding affecting
such Credit Party before any court, governmental agency or other Governmental
Authority or arbitrator that (taking into account the exhaustion of appeals)
would have a Material Adverse Effect, or that (i) purports to affect the
legality, validity or enforceability of this Agreement, or (ii) seeks to
prohibit the ownership or operation, by any Credit Party or any of their
respective Subsidiaries, of all or a material portion of their respective
businesses or assets.

        (h) The Guarantor and its Subsidiaries, taken as a whole, do not hold or
carry Margin Stock having an aggregate value in excess of 10% of the value of
their consolidated assets, and no part of the proceeds of any Loan hereunder
will be used to buy or carry any Margin Stock.

        (i) No ERISA Event has occurred, or is reasonably expected to occur,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect.

        (j) Schedule B (Actuarial Information) to the 2000 Annual report (Form
5500 Series) for each Plan, copies of which have been filed with the Internal
Revenue Service and made available or furnished to each Lender, 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 adverse change in such funding status which
may reasonably be expected to have a Material Adverse Effect.

        (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is
reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan
which may reasonably be expected to have a Material Adverse Effect.

        (l) Neither the Guarantor 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 VI of ERISA,
and no Multiemployer Plan is reasonably expected to be in reorganization or to
be terminated, within the meaning of Title IV of ERISA, in either such case,
that could reasonably be expected to have a Material Adverse Effect.

        (m) No Credit Party is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.


                                       37
<PAGE>

        (n) The Guarantor is a "public utility holding company" within the
meaning of the Public Utility Holding Company Act of 1935, as amended,
registered in compliance therewith.

        (o) Each Credit Party has filed all tax returns (Federal, state and
local) required to be filed by it and has paid or caused to be paid all taxes
due for the periods covered thereby, including interest and penalties, except
for any such taxes, interest or penalties which are being contested in good
faith and by proper proceedings and in respect of which such Credit Party has
set aside adequate reserves for the payment thereof in accordance with GAAP.

        (p) Each Credit Party and its Subsidiaries are and have been in
compliance with all laws (including, without limitation, the Public Utility
Holding Company Act of 1935, as amended, and all Environmental Laws), except to
the extent that any failure to be in compliance, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

        (q) No Subsidiary of any Credit Party is party to, or otherwise bound
by, any agreement that prohibits such Subsidiary from making any payments,
directly or indirectly, to such Credit Party, by way of dividends, advances,
repayment of loans or advances, reimbursements of management or other
intercompany charges, expenses and accruals or other returns on investment, or
any other agreement that restricts the ability of such Subsidiary to make any
payment, directly or indirectly, to such Credit Party, other than prohibitions
and restrictions permitted to exist under Section 6.01(e).

        (r) The Terminating Facilities have been, or concurrently herewith shall
be, terminated and paid in full and all collateral security securing such
facilities (if any) has been, or concurrently herewith shall be, released by the
holders thereof.

                                    ARTICLE V
                              AFFIRMATIVE COVENANTS

        SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Lender shall have
any Commitment hereunder or any principal of any Loan, interest or fees payable
hereunder shall remain unpaid or any Letter of Credit shall remain outstanding,
each of the Credit Parties will, unless the Required Lenders shall otherwise
consent in writing:

        (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 (including, without limitation, any of the
foregoing relating to employee health and safety or public utilities and all
Environmental Laws), unless the failure to so comply could not reasonably be
expected to have a Material Adverse Effect.

        (b) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and cause
each Material Subsidiary to maintain and preserve, all of its material
properties which are used in the conduct of its business in good working order
and condition, ordinary wear and tear excepted, if the failure to do so could
reasonably be expected to have a Material Adverse Effect.


                                       38
<PAGE>

        (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 legal claims which, if unpaid, might by law
become a lien upon its property; provided, however, that neither any Credit
Party nor any of its Subsidiaries shall be required to pay or discharge any such
tax, assessment, charge or claim which is being contested in good faith and by
proper proceedings and as to which appropriate reserves are being maintained.

        (d) 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
obtained by companies engaged in similar businesses of comparable size and
financial strength and owning similar properties in the same general areas in
which such Credit Party or such Subsidiary operates, or to the extent such
Credit Party or Subsidiary deems it reasonably prudent to do so, through its own
program of self-insurance.

        (e) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and maintain, and
cause each Material Subsidiary to preserve and maintain, its corporate
existence, rights (charter and statutory) and franchises, except as otherwise
permitted under this Agreement; provided that that no such Person shall be
required to preserve any right or franchise with respect to which the Board of
Directors of such Person has determined that the preservation thereof is no
longer desirable in the conduct of the business of such Person and that the loss
thereof is not disadvantageous in any material respect to such Person or the
Lenders.

        (f) VISITATION RIGHTS. At any reasonable time and from time to time,
permit the Administrative Agent or any of the Lenders or any agents or
representatives thereof, on not less than five Business Days' notice, to examine
and make copies of and abstracts from the records and books of account of, and
visit the properties of, such Credit Party or any of its Subsidiaries, and to
discuss the affairs, finances and accounts of the Credit Parties and their
respective Subsidiaries with any of their respective officers and with their
independent certified public accountants; subject, however, in all cases to the
imposition of such conditions as the affected Credit Party or Subsidiary shall
deem necessary based on reasonable considerations of safety and security and
provided that so long as no Default or Event of Default shall have occurred and
be continuing, each Lender will be limited to one visit each year.

        (g) 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 each of the
Credit Parties and each of their respective Subsidiaries in accordance with
generally accepted accounting principles consistently applied.

        (h) REPORTING REQUIREMENTS. Deliver to the Administrative Agent for
distribution to the Lenders:

            (i) as soon as available and in any event within 60 days after the
        end of each of the first three quarters of each fiscal year of the
        Guarantor, balance sheets of the Guarantor and its Consolidated
        Subsidiaries in comparative form as of the end of such quarter and
        statements of income and retained earnings of the Guarantor and its


                                       39
<PAGE>

        Consolidated Subsidiaries for the period commencing at the end of the
        previous fiscal year of the Guarantor and ending with the end of such
        quarter, certified by the chief financial officer of the Guarantor.

            (ii) as soon as available and in any event within 90 days after the
        end of each fiscal year of the Guarantor, a copy of the annual report
        for such year for the Guarantor and its Consolidated Subsidiaries
        containing financial statements for such year reported on by independent
        public accountants of recognized national standing acceptable to the
        Required Lenders, together with a certificate of such accounting firm to
        the Administrative Agent and the Lenders stating that in the course of
        the regular audit of the business of the Guarantor and its Consolidated
        Subsidiaries, which audit was conducted by such accounting firm in
        accordance with generally accepted auditing standards, such accounting
        firm has obtained no knowledge that a Default or an Event of Default has
        occurred and is continuing, or if, in the opinion of such accounting
        firm, a Default or an Event of Default has occurred and is continuing, a
        statement as to the nature thereof;

            (iii) concurrently with the delivery of financial statements
        pursuant to clauses (i) and (ii) above or the notice relating thereto
        contemplated by the final sentence of this Section 5.01(h), a
        certificate of a senior financial officer of each of the Guarantor and
        the Borrower (A) to the effect that no Default or Event of Default has
        occurred and is continuing (or, if any Default or Event of Default has
        occurred and is continuing, describing the same in reasonable detail and
        describing the action that the Guarantor or the Borrower, as the case
        may be, has taken and proposes to take with respect thereto), and (B) in
        the case of the certificate relating to the Guarantor, setting forth
        calculations, in reasonable detail, establishing Borrower's compliance,
        as at the end of such fiscal quarter, with the financial covenants
        contained in Article VII;

            (iv) as soon as possible and in any event within five days after the
        occurrence of each Default or Event of Default continuing on the date of
        such statement, a statement of the chief financial officer of the
        Borrower setting forth details of such Event of Default or event and the
        action which the Borrower has taken and proposes to take with respect
        thereto;

            (v) promptly after the sending or filing thereof, copies of all
        reports which the Guarantor sends to its stockholders, and copies of all
        reports and registration statements (other than registration statements
        filed on Form S-8 and filings under the Public Utilities Holding Company
        Act of 1935, as amended) that the Guarantor, the Borrower or any
        Subsidiary of the Guarantor or the Borrower, files with the Securities
        and Exchange Commission or any national securities exchange;

            (vi) promptly and in any event within 30 days after the filing
        thereof with the Internal Revenue Service, copies of each Schedule B
        (Actuarial Information) to the annual report (Form 5500 Series) with
        respect to each Plan;

            (vii) promptly and in any event within 10 days after the Guarantor
        knows or has reason to know that any material ERISA Event has occurred,
        a statement of the chief financial officer of the Borrower describing
        such ERISA Event and the action, if any,


                                       40
<PAGE>

        which the Guarantor or any affected ERISA Affiliate proposes to take
        with respect thereto;

            (viii) promptly and in any event within two Business Days after
        receipt thereof by the Guarantor (or knowledge being obtained by the
        Guarantor of the receipt thereof by any ERISA Affiliate), copies of each
        notice from the PBGC stating its intention to terminate any Plan or to
        have a trustee appointed to administer any Plan;

            (ix) promptly and in any event within five Business Days after
        receipt thereof by the Guarantor (or knowledge being obtained by the
        Guarantor of the receipt thereof by any ERISA Affiliate) from the
        sponsor of a Multiemployer Plan, a copy of each notice received by the
        Guarantor or any ERISA Affiliate concerning (A) the imposition of
        material Withdrawal Liability by a Multiemployer Plan, (B) the
        reorganization or termination, within the meaning of Title IV of ERISA,
        of any Multiemployer Plan or (C) the amount of liability incurred, or
        which may be incurred, by the Guarantor or any ERISA Affiliate in
        connection with any event described in clause (A) or (B) above;

            (x) promptly after the Guarantor has knowledge of the commencement
        thereof, notice of any actions, suits and proceedings before any court
        or governmental department, commission, board, bureau, agency or
        instrumentality, domestic or foreign, affecting the Guarantor or any
        Material Subsidiary of the type described in Section 4.01(g);

            (xi) promptly after the Guarantor or the Borrower knows of any
        change in the rating of the Index Debt by S&P or Moody's, a notice of
        such changed rating; and

            (xii) such other information respecting the condition or operations,
        financial or otherwise, of the Guarantor or any of its Subsidiaries as
        any Lender through the Administrative Agent may from time to time
        reasonably request.

Notwithstanding the foregoing, the Credit Parties' obligations to deliver the
documents or information required under any of clauses (i), (ii) and (v) above
shall be deemed to be satisfied upon (x) the relevant documents or information
being publicly available on the Guarantor's website or other publicly available
electronic medium (such as EDGAR) within the time period required by such
clause, and (y) the delivery by the Guarantor or the Borrower of notice to the
Administrative Agent and the Lenders, within the time period required by such
clause, that such documents or information are so available.

        (i) USE OF PROCEEDS. Use the proceeds of the Loans and the Letters of
Credit hereunder for general corporate purposes, including to provide liquidity
support for commercial paper issued by the Borrower.

        (j) RATINGS. At all times maintain ratings by both Moody's and S&P with
respect to the Index Debt.


                                       41
<PAGE>

                                   ARTICLE VI
                               NEGATIVE COVENANTS

        SECTION 6.01. NEGATIVE COVENANTS. So long as any Lender shall have any
Commitment hereunder or any principal of any Loan, interest or fees payable
hereunder shall remain unpaid or any Letter of Credit shall remain outstanding,
no Credit Party will, without the written consent of the Required Lenders:

        (a) LIMITATION ON LIENS. Create or suffer to exist, or permit any of its
Subsidiaries (other than a Utility Subsidiary) to create or suffer to exist, any
lien, security interest, or other charge or encumbrance (collectively, "LIENS")
upon or with respect to any of its properties, whether now owned or hereafter
acquired, or collaterally assign for security purposes, or permit any of its
Subsidiaries (other than a Utility Subsidiary) to so assign any right to receive
income in each case to secure or provide for or guarantee the payment of Debt
for Borrowed Money of any Person, without in any such case effectively securing,
prior to or concurrently with the creation, issuance, assumption or guaranty of
any such Debt for Borrowed Money, the Obligations (together with, if the
Guarantor shall so determine, any other Debt for Borrowed Money of or guaranteed
by the Guarantor or any of its Subsidiaries ranking equally with the Loans and
then existing or thereafter created) equally and ratably with (or prior to) such
Debt for Borrowed Money; provided, however, that the foregoing restrictions
shall not apply to or prevent the creation or existence of:

            (i) (A) Liens on any property acquired, constructed or improved by
        the Guarantor or any of its Subsidiaries (other than a Utility
        Subsidiary) after the date of this Agreement that are created or assumed
        prior to, contemporaneously with, or within 180 days after, such
        acquisition or completion of such construction or improvement, to secure
        or provide for the payment of all or any part of the purchase price of
        such property or the cost of such construction or improvement; or (B) in
        addition to Liens contemplated by clauses (ii) and (iii) below, Liens on
        any property existing at the time of acquisition thereof, provided that
        the Liens shall not apply to any property theretofore owned by the
        Guarantor or any such Subsidiary other than, in the case of any such
        construction or improvement, (1) unimproved real property on which the
        property so constructed or the improvement is located, (2) other
        property (or improvements thereon) that is an improvement to or is
        acquired or constructed for specific use with such acquired or
        constructed property (or improvement thereof), and (3) any rights and
        interests (A) under any agreements or other documents relating to, or
        (B) appurtenant to, the property being so constructed or improved or
        such other property;

            (ii) existing Liens on any property or indebtedness of a corporation
        that is merged with or into or consolidated with any Credit Party or any
        of its Subsidiaries; provided that such Lien was not created in
        contemplation of such merger or consolidation;

            (iii) Liens on any property or indebtedness of a corporation
        existing at the time such corporation becomes a Subsidiary of any Credit
        Party; provided that such Lien was not created in contemplation of such
        occurrence;


                                       42
<PAGE>

            (iv) Liens to secure Debt for Borrowed Money of a Subsidiary of a
        Credit Party to a Credit Party or to another Subsidiary of the
        Guarantor;

            (v) Liens in favor of the United States of America, any State, any
        foreign country or any department, agency or instrumentality or
        political subdivision of any such jurisdiction, to secure partial,
        progress, advance or other payments pursuant to any contract or statute
        or to secure any Debt for Borrowed Money incurred for the purpose of
        financing all or any part of the purchase price of the cost of
        constructing or improving the property subject to such Liens, including,
        without limitation, Liens to secure Debt for Borrowed Money of the
        pollution control or industrial revenue bond type;

            (vi) Liens on any property (including any natural gas, oil or other
        mineral property) to secure all or part of the cost of exploration,
        drilling or development thereof or to secure Debt for Borrowed Money
        incurred to provide funds for any such purpose;

            (vii) Liens existing on the date of this Agreement;

            (viii) Liens for the sole purposes of extending, renewing or
        replacing in whole or in part Debt for Borrowed Money secured by any
        Lien referred to in the foregoing clauses (i) through (vii), inclusive,
        or this clause (viii); provided, however, that the principal amount of
        Debt for Borrowed Money secured thereby shall not exceed the principal
        amount of Debt for Borrowed Money so secured at the time of such
        extension, renewal or replacement (which, for purposes of this
        limitation as it applies to a synthetic lease, shall be deemed to be (x)
        the lessor's original cost of the property subject to such lease at the
        time of extension, renewal or replacement, less (y) the aggregate amount
        of all prior payments under such lease allocated pursuant to the terms
        of such lease to reduce the principal amount of the lessor's investment,
        and borrowings by the lessor, made to fund the original cost of the
        property), and that such extension, renewal or replacement shall be
        limited to all or a part of the property or indebtedness which secured
        the Lien so extended, renewed or replaced (plus improvements on such
        property);

            (ix) Liens on any property or assets of a Project Financing
        Subsidiary, or on any Capital Stock in a Project Financing Subsidiary,
        in either such case, that secure only a Project Financing or a
        Contingent Guaranty that supports a Project Financing; or

            (x) Any Lien, other than a Lien described in any of the foregoing
        clauses (i) through (ix), inclusive, to the extent that it secures Debt
        for Borrowed Money, or guaranties thereof, the outstanding principal
        balance of which at the time of creation of such Lien, when added to the
        aggregate principal balance of all Debt for Borrowed Money secured by
        Liens incurred under this clause (x) then outstanding, does not exceed
        5% of Consolidated Net Tangible Assets.

        If at any time any Credit Party or any of its Subsidiaries shall create,
issue, assume or guaranty any Debt for Borrowed Money secured by any Lien and
the first paragraph of this Section 6.01(a) requires that the Loans be secured
equally and ratably with such Debt for Borrowed Money, the Borrower shall
promptly deliver to the Administrative Agent and each Lender:


                                       43
<PAGE>

            (1) a certificate of a duly authorized officer of the Borrower
        stating that the covenant contained in the first paragraph of this
        Section 6.01(a) has been complied with; and

            (2) an opinion of counsel acceptable to the Required Lenders to the
        effect that such covenant has been complied with and that all documents
        executed by any Credit Party or any of its Subsidiaries in the
        performance of such covenant comply with the requirements of such
        covenant.

        (b) MERGERS, ETC. Merge or consolidate with or into, or, except in a
transaction permitted under paragraph (c) of this Section, 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 Guarantor may merge or consolidate with or
        transfer assets to or acquire assets from any other Subsidiary of the
        Guarantor; and

            (ii) any Subsidiary of the Guarantor may merge into or transfer
        assets to the Borrower; and

            (iii) the Guarantor or any Subsidiary of the Guarantor may merge, or
        consolidate with or transfer all or substantially all of its assets to
        any other Person; provided that in each case, immediately after giving
        effect thereto, (A) no Event of Default shall have occurred and be
        continuing (determined, for purposes of compliance with Section 7.01
        after giving effect to such transaction, on a pro forma basis for the
        period of four consecutive fiscal quarters of the Guarantor then most
        recently ended, as if such transaction had occurred on the first day of
        such period, and, for purposes of compliance with Section 7.02 after
        giving effect to such transaction, on a pro forma basis as if such
        transaction had occurred on the last day of the Guarantor's fiscal
        quarter then most recently ended); (B) in the case of any merger,
        consolidation or transfer of assets to which the Borrower is a party
        (other than a merger, consolidation or transfer of assets between the
        Borrower and the Guarantor), the Borrower shall be the continuing or
        surviving corporation; (C) in the case of any merger, consolidation or
        transfer of assets between the Borrower and the Guarantor, the Guarantor
        shall have assumed all of the obligations of the Borrower under and in
        respect of the Credit Documents by written instrument satisfactory to
        the Administrative Agent and its counsel in their reasonable discretion,
        accompanied by such opinions of counsel and other supporting documents
        as they may reasonably require; (D) in the case of any merger,
        consolidation, or transfer of assets to which NIPSCO or Columbia is a
        party (other than a merger, consolidation or transfer of assets between
        such Person and a Credit Party), NIPSCO or Columbia, as the case may be,
        shall be the continuing or surviving corporation; (E) in the case of any
        merger, consolidation or transfer of assets to which the Guarantor is a
        party, the Guarantor shall be the continuing or surviving corporation;
        and (F) the Index Debt shall be rated at least BBB- by S&P and at least
        Baa3 by Moody's.


                                       44
<PAGE>

        (c) SALES, ETC. OF ASSETS. Sell, lease, transfer or otherwise dispose
of, or permit any of their respective Subsidiaries to sell, lease, transfer or
otherwise dispose of (other than in connection with a transaction authorized by
paragraph (b) of this Section) any substantial part of its assets; provided that
the foregoing shall not prohibit any such sale, conveyance, lease, transfer or
other disposition that (i) constitutes realization on a Lien permitted to exist
under Section 6.01(a); or (ii) (A) (1) is for a price not materially less than
the fair market value of such assets, (2) would not materially impair the
ability of any Credit Party to perform its obligations under this Agreement and
(3) together with all other such sales, conveyances, leases, transfers and other
dispositions, would have no Material Adverse Effect, or (B) would not result in
the sale, lease, transfer or other disposition, in the aggregate, of more than
10% of the consolidated total assets of the Guarantor and its Subsidiaries,
determined in accordance with GAAP.

        (d) COMPLIANCE WITH ERISA. (i) Terminate, or permit any ERISA Affiliate
to terminate, any Plan so as to result in a Material Adverse Effect or (ii)
permit to exist any occurrence of any Reportable Event (as defined in Title IV
of ERISA), or any other event or condition, that presents a material (in the
reasonable opinion of the Required Lenders) risk of such a termination by the
PBGC of any Plan, if such termination could reasonably be expected to have a
Material Adverse Effect.

        (e) CERTAIN RESTRICTIONS. Permit any of its Subsidiaries (other than, in
the case of the Guarantor, the Borrower) to enter into or permit to exist any
agreement that by its terms prohibits such Subsidiary from making any payments,
directly or indirectly, to such Credit Party by way of dividends, advances,
repayment of loans or advances, reimbursements of management or other
intercompany charges, expenses and accruals or other returns on investment, or
any other agreement that restricts the ability of such Subsidiary to make any
payment, directly or indirectly, to such Credit Party; provided that the
foregoing shall not apply to prohibitions and restrictions imposed by this
Agreement, the Other Credit Agreement or (i) (A) imposed under an agreement in
existence on March 23, 2001, and (B) described on Schedule 6.01(e), (ii)
existing with respect to a Subsidiary on the date it becomes a Subsidiary that
are not created in contemplation thereof (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
prohibition or restriction), (iii) contained in agreements relating to the sale
of a Subsidiary pending such sale, provided that such prohibitions or
restrictions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) imposed on a Project Financing Subsidiary in
connection with a Project Financing, or (v) that could not reasonably be
expected to have a Material Adverse Effect.

                                   ARTICLE VII
                               FINANCIAL COVENANTS

        So long as any Lender shall have any Commitment hereunder or any
principal of any Loan, interest or fees payable hereunder shall remain unpaid or
any Letter of Credit shall remain outstanding, the Guarantor shall:


                                       45
<PAGE>

        SECTION 7.01. INTEREST COVERAGE RATIO. (a) Maintain an Interest Coverage
Ratio of not less than 1.75 to 1.00 for each period of four consecutive fiscal
quarters, commencing with the four fiscal quarters ended March 31, 2002.

        SECTION 7.02. DEBT TO CAPITALIZATION RATIO. Maintain a Debt to
Capitalization Ratio of not more than 0.70:1:00; provided, however, that neither
the Borrower or the Guarantor shall be deemed to be in default of this covenant
as of any time that all of the following conditions are satisfied:

        (a) the Guarantor or any Consolidated Subsidiary of the Guarantor has
incurred indebtedness after the Effective Date to finance a material
acquisition;

        (b) the Index Debt shall be rated at least BBB by S&P and Baa2 by
Moody's and shall not have been downgraded below those levels since the
Effective Date; and

        (c) the Debt to Capitalization ratio does not exceed 0.75 to 1.00 at
such time and has not exceeded 0.70:1:00 for more than a single period of time
not to exceed six months.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

        SECTION 8.01. 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 Loan or
Unreimbursed LC Disbursement when the same becomes due and payable or shall fail
to pay any interest, fees or other amounts hereunder within three days after
when the same becomes due and payable; or

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

        (c) Any Credit Party shall fail to perform or observe any term, covenant
or agreement contained in Section 5.01(e), 5.01(f), 5.01(h), 5.01(i), 6.01 or
Article VII; or

        (d) Any Credit Party shall fail to perform or observe any term, covenant
or agreement contained in this Agreement on its part to be performed or observed
(other than one identified in paragraph (a), (b) or (c) above) if the failure to
perform or observe such other term, covenant or agreement shall remain
unremedied for thirty days after written notice thereof shall have been given to
the Borrower by the Administrative Agent or any Lender; or

        (e) The Guarantor, the Borrower or any of their respective Subsidiaries
shall fail to pay any principal of or premium or interest on any Indebtedness
(excluding Non-Recourse Debt) which is outstanding in a principal amount of at
least $50,000,000 in the aggregate (but excluding the Loans) of the Guarantor,
the Borrower or such Subsidiary, as the case may be, when the same becomes due
and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace


                                       46
<PAGE>

period, if any, specified in the agreement or instrument relating to such
Indebtedness; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Indebtedness 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 scheduled maturity of such Indebtedness; or any
such Indebtedness shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), prior to the
stated maturity thereof; or an "Event of Default" shall occur and be continuing
under (and as defined in) the Other Credit Agreement; or

        (f) Any Credit Party 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 any Credit Party seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its property and, in the case of any such
proceeding instituted against any Credit Party (but not instituted by any Credit
Party), either such proceeding shall remain undismissed or unstayed for a period
of 60 days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, any Credit Party or
for any substantial part of its property) shall occur; or any Credit Party shall
take any corporate action to authorize any of the actions set forth above in
this paragraph (f); or

        (g) One or more Subsidiaries of the Guarantor (other than any Credit
Party) in which the aggregate sum of (i) the amounts invested by the Guarantor
and its other Subsidiaries in the aggregate, by way of purchases of Capital
Stock, Capital Leases, loans or otherwise, and (ii) the amount of recourse,
whether contractual or as a matter of law (but excluding Non-Recourse Debt),
available to creditors of such Subsidiary or Subsidiaries against the Guarantor
or any of its other Subsidiaries, is $100,000,000 or more (collectively,
"SUBSTANTIAL SUBSIDIARIES") shall generally not pay their respective debts as
such debts become due, or shall admit in writing their respective inability to
pay their debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against Substantial
Subsidiaries seeking to adjudicate them bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of them or theft respective debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for them or for any substantial part of
their respective property and, in the case of any such proceeding instituted
against Substantial Subsidiaries (but not instituted by any Subsidiary of the
Guarantor), either such proceeding shall remain undismissed or unstayed for a
period of 60 days, or any of the actions sought in such proceeding (including,
without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, the Substantial
Subsidiaries or for any substantial part of their respective property) shall
occur; or Substantial Subsidiaries shall take any corporate action to authorize
any of the actions set forth above in this paragraph (g); or


                                       47
<PAGE>

        (h) Any judgment or order for the payment of money in excess of
$50,000,000 shall be rendered against the Borrower, the Guarantor or any of its
other Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any
period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

        (i) Any ERISA Event shall have occurred with respect to a Plan and, 30
days after notice thereof shall have been given to the Guarantor or the Borrower
by the Administrative Agent, (i) such ERISA Event shall still exist and (ii) the
sum (determined as of the date of occurrence of such ERISA Event) of the
Insufficiency of such Plan and the Insufficiency of any and all other Plans with
respect to which an ERISA Event shall have occurred and then exist (or, in the
case of a Plan with respect to which an ERISA Event described in clauses (iii)
through (vi) of the definition of ERISA Event shall have occurred and then
exist, the liability related thereto) is equal to or greater than $10,000,000
(when aggregated with paragraphs (j), (k) and (l) of this Section), and a
Material Adverse Effect could reasonably be expected to occur as a result
thereof; or

        (j) The Guarantor or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to
such Multiemployer Plan in an amount which, when aggregated with all other
amounts required to be paid to Multiemployer Plans by the Guarantor and its
ERISA Affiliates as Withdrawal Liability (determined as of the date of such
notification), exceeds $10,000,000 or requires payments exceeding $10,000,000
per annum (in either case, when aggregated with paragraphs (i), (k) and (l) of
this Section), and a Material Adverse Effect could reasonably be expected to
occur as a result thereof; or

        (k) The Guarantor or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if as a result of such reorganization or termination the aggregate annual
contributions of the Guarantor and its ERISA Affiliates to all Multiemployer
Plans which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan year of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $10,000,000 (when aggregated with paragraphs (i), (j) and (l) of this
Section), and a Material Adverse Effect could reasonably be expected to occur as
a result thereof; or

        (l) The Guarantor or any ERISA Affiliate shall have committed a failure
described in Section 302(f)(1) of ERISA and the amount determined under Section
302(f)(3) of ERISA is equal to or greater than $10,000,000 (when aggregated with
paragraphs (i), (j) and (k) of this Section), and a Material Adverse Effect
could reasonably be expected to occur as a result thereof; or

        (m) Any provision of the Credit Documents shall be held by a court of
competent jurisdiction to be invalid or unenforceable against any Credit Party
purported to be bound thereby, or any Credit Party shall so assert in writing;
or

        (n) Any Change of Control shall occur;


                                       48
<PAGE>

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitment of each Lender and the obligation of the LC Bank to issue
or maintain Letters of Credit hereunder 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 all amounts
payable under this Agreement to be forthwith due and payable, whereupon 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 that in the event of an actual or deemed entry
of an order for relief with respect to any Credit Party under the Federal
Bankruptcy Code, (1) the Commitment of each Lender and the obligation of the LC
Bank to issue or maintain Letters of Credit hereunder shall automatically be
terminated and (2) 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.

        Notwithstanding anything to the contrary contained herein, no notice
given or declaration made by the Administrative Agent pursuant to this Section
8.01 shall affect (i) the obligation of the LC Bank to make any payment under
any outstanding Letter of Credit in accordance with the terms of such Letter of
Credit or (ii) the obligations of each Lender in respect of each such Letter of
Credit; provided, however, that upon the occurrence and during the continuance
of any Event of Default, the Administrative Agent shall at the request, or may
with the consent, of the Required Lenders, upon notice to the Borrower, require
the Borrower to deposit with the Administrative Agent an amount in the cash
account (the "CASH ACCOUNT") described below equal to the then current LC
Outstandings. Such Cash Account shall at all times be free and clear of all
rights or claims of third parties. The Cash Account shall be maintained with the
Administrative Agent in the name of, and under the sole dominion and control of,
the Administrative Agent, and amounts deposited in the Cash Account shall bear
interest at a rate equal to the rate generally offered by Barclays for deposits
equal to the amount deposited by the Borrower in the Cash Account pursuant to
this Section 8.01, for a term to be agreed to between the Borrower and the
Administrative Agent. If any drawings then outstanding or thereafter made are
not reimbursed in full immediately upon demand or, in the case of subsequent
drawings, upon being made, then, in any such event, the Administrative Agent may
apply the amounts then on deposit in the Cash Account, in such priority as the
Administrative Agent shall elect, toward the payment in full of any or all of
the Borrower's obligations hereunder as and when such obligations shall become
due and payable. Upon payment in full, after the termination of the Letters of
Credit, of all such obligations, the Administrative Agent will repay to the
Borrower any cash then on deposit in the Cash Account.

                                   ARTICLE IX
                            THE ADMINISTRATIVE AGENT

        SECTION 9.01. THE ADMINISTRATIVE AGENT.

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


                                       49
<PAGE>

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

        (c) The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (ii) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (iii) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower, the Guarantor or any of its other Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders or in the absence of its own gross negligence or willful
misconduct. The Administrative Agent shall be deemed not to have knowledge of
any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (1)
any statement, warranty or representation made in or in connection with this
Agreement, (2) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (3) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth
herein, (4) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (5) the
satisfaction of any condition set forth in Article III or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent and the conformity thereof to such express requirement.

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

        (e) The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective


                                       50
<PAGE>

activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

        (f) Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent of the
Borrower (which consent shall not unreasonably be withheld), to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank, in any event having total assets in excess of
$500,000,000 and who shall serve until such time, if any, as an Agent shall have
been appointed as provided above. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 11.03 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

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

        (h) No Lender identified on the signature pages of this Agreement as a
"Lead Arranger" or that is given any other title hereunder other than "LC Bank"
or "Administrative Agent", shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the generality of the foregoing, no Lender so
identified as a "Lead Arranger" or that is given any other title hereunder,
shall have, or be deemed to have, any fiduciary relationship with any Lender.
Each Lender acknowledges that is has not relied, and will not rely, on the
Lenders so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.


                                       51
<PAGE>

                                    ARTICLE X
                                    GUARANTY

        SECTION 10.01. THE GUARANTY.

        (a) The Guarantor, as primary obligor and not merely as a surety, hereby
irrevocably, absolutely and unconditionally guarantees to the Administrative
Agent and the Lenders and each of their respective successors, endorsees,
transferees and assigns (each a "BENEFICIARY" and collectively, the
"BENEFICIARIES") the prompt and complete payment by the Borrower, as and when
due and payable, of the Obligations, in accordance with the terms of the Credit
Documents. The provisions of this Article X are sometimes referred to
hereinafter as the "GUARANTY".

        (b) The Guarantor hereby guarantees that the Obligations will be paid
strictly in accordance with the terms of the Credit Documents, regardless of any
law now or hereafter in effect in any jurisdiction affecting any such terms or
the rights of the Beneficiaries with respect thereto. The obligations and
liabilities of the Guarantor under this Guaranty shall be absolute and
unconditional irrespective of: (i) any lack of validity or enforceability of any
of the Obligations or any Credit Document, or any delay, failure or omission to
enforce or agreement not to enforce, or the stay or enjoining, by order of
court, by operation of law or otherwise, of the exercise of any right with
respect to the foregoing (including, in each case, without limitation, as a
result of the insolvency, bankruptcy or reorganization of any Beneficiary, the
Borrower or any other Person); (ii) any change in the time, manner or place of
payment of, or in any other term in respect of, all or any of the Obligations,
or any other amendment or waiver of or consent to any departure from the Credit
Documents or any agreement or instrument relating thereto; (iii) any exchange or
release of, or non-perfection of any Lien on or in any collateral, or any
release, amendment or waiver of, or consent to any departure from, any other
guaranty of, or agreement granting security for, all or any of the Obligations;
(iv) any claim, set-off, counterclaim, defense or other rights that such
Guarantor may have at any time and from time to time against any Beneficiary or
any other Person, whether in connection with this transaction or any unrelated
transaction; or (v) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or any other guarantor or
surety in respect of the Obligations or such Guarantor in respect hereof.

        (c) The Guaranty provided for herein (i) is a guaranty of payment and
not of collection; (ii) is a continuing guaranty and shall remain in full force
and effect until the Commitments and Letters of Credit have been terminated and
the Obligations have been paid in full in cash; and (iii) shall continue to be
effective or shall be reinstated, as the case may be, if at any time any
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be returned by any Beneficiary upon or as a result of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower or
otherwise, all as though such payment had not been made.

        (d) The obligations and liabilities of the Guarantor hereunder shall not
be conditioned or contingent upon the pursuit by any Beneficiary or any other
Person at any time of any right or remedy against the Borrower or any other
Person that may be or become liable in respect of all or any part of the
Obligations or against any collateral security or guaranty therefor or right of
setoff with respect thereto.


                                       52
<PAGE>

        (e) The Guarantor hereby consents that, without the necessity of any
reservation of rights against such Guarantor and without notice to or further
assent by such Guarantor, any demand for payment of any of the Obligations made
by any Beneficiary may be rescinded by such Beneficiary and any of the
Obligations continued after such rescission.

        (f) The Guarantor's obligations under this Guaranty shall be
unconditional, irrespective of any lack of capacity of the Borrower or any lack
of validity or enforceability of any other provision of this Agreement or any
other Credit Document, and this Guaranty shall not be affected in any way by any
variation, extension, waiver, compromise or release of any or all of the
Obligations or of any security or guaranty from time to time therefor.

        (g) The obligations of the Guarantor under this Guaranty shall not be
reduced, limited, impaired, discharged, deferred, suspended or terminated by any
proceeding or action, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, marshalling of assets, assignment for
the benefit of creditors, composition with creditors, readjustment, liquidation
or arrangement of the Borrower or any similar proceedings or actions, or by any
defense the Borrower may have by reason of the order, decree or decision of any
court or administrative body resulting from any such proceeding or action.
Without limiting the generality of the foregoing, the Guarantor's liability
shall extend to all amounts and obligations that constitute the Obligations and
would be owed by the Borrower, but for the fact that they are unenforceable or
not allowable due to the existence of any such proceeding or action.

        SECTION 10.02. WAIVERS.

        (a) The Guarantor hereby unconditionally waives: (i) promptness and
diligence; (ii) notice of or proof of reliance by the Administrative Agent or
the Lenders upon this Guaranty or acceptance of this Guaranty; (iii) notice of
the incurrence of any Obligation by the Borrower or the renewal, extension or
accrual of any Obligation or of any circumstances affecting the Borrower's
financial condition or ability to perform the Obligations; (iv) notice of any
actions taken by the Beneficiaries or the Borrower or any other Person under any
Credit Document or any other agreement or instrument relating thereto; (v) all
other notices, demands and protests, and all other formalities of every kind in
connection with the enforcement of the Obligations, of the obligations of the
Guarantor hereunder or under any other Credit Document, the omission of or delay
in which, but for the provisions of this Section 10 might constitute grounds for
relieving the Guarantor of its obligations hereunder; (vi) any requirement that
the Beneficiaries protect, secure, perfect or insure any Lien or any property
subject thereto, or exhaust any right or take any action against the Borrower or
any other Person or any collateral; and (vii) each other circumstance, other
than payment of the Obligations in full, that might otherwise result in a
discharge or exoneration of, or constitute a defense to, the Guarantor's
obligations hereunder.

        (b) No failure on the part of any Beneficiary to exercise, and no delay
in exercising, any right, remedy, power or privilege hereunder or under any
Credit Document or any other agreement or instrument relating thereto shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder or under any Credit Document or any
other agreement or instrument relating thereto preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
This Guaranty is in addition to and not in limitation of any other rights,
remedies, powers and privileges the


                                       53
<PAGE>

Beneficiaries may have by virtue of any other instrument or agreement
heretofore, contemporaneously herewith or hereafter executed by the Guarantor or
any other Person or by applicable law or otherwise. All rights, remedies, powers
and privileges of the Beneficiaries shall be cumulative and may be exercised
singly or concurrently. The rights, remedies, powers and privileges of the
Beneficiaries under this Guaranty against the Guarantor are not conditional or
contingent on any attempt by the Beneficiaries to exercise any of their rights,
remedies, powers or privileges against any other guarantor or surety or under
the Credit Documents or any other agreement or instrument relating thereto
against the Borrower or against any other Person.

        (c) The Guarantor hereby acknowledges and agrees that, until the
Commitments have been terminated and all of the Obligations have been paid in
full in cash, under no circumstances shall it be entitled to be subrogated to
any rights of any Beneficiary in respect of the Obligations performed by it
hereunder or otherwise, and the Guarantor hereby expressly and irrevocably
waives, until the Commitments have been terminated and all of the Obligations
have been paid in full in cash, (i) each and every such right of subrogation and
any claims, reimbursements, right or right of action relating thereto (howsoever
arising), and (ii) each and every right to contribution, indemnification,
set-off or reimbursement, whether from the Borrower or any other Person now or
hereafter primarily or secondarily liable for any of the Obligations, and
whether arising by contract or operation of law or otherwise by reason of the
Guarantor's execution, delivery or performance of this Guaranty.

        (d) The Guarantor represents and warrants that it has established
adequate means of keeping itself informed of the Borrower's financial condition
and of other circumstances affecting the Borrower's ability to perform the
Obligations, and agrees that neither the Administrative Agent nor any Lender
shall have any obligation to provide to the Guarantor any information it may
have, or hereafter receive, in respect of the Borrower.

                                   ARTICLE XI
                                  MISCELLANEOUS

        SECTION 11.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

        (a)    if to any Credit Party, to it at:

               801 East 86th Avenue
               Merrillville, Indiana 46410
               Attention: Treasurer
               Telecopier:  (219) 647-6060;

               with a copy to such Credit Party at:


                                       54
<PAGE>

               801 East 86th Avenue
               Merrillville, Indiana 46410
               Attention: Director Corporate Finance and Treasury
               Telecopier:  (219) 647-6180;


        (b)    if to the Administrative Agent or the LC Bank, to Barclays Bank
               PLC at:

               222 Broadway
               New York, New York  10038
               Attn: Sydney G. Dennis, Power and Utilities Group
               Telecopier:  (212) 412-6709

               with a copy to such party at:

               222 Broadway
               New York, New York  10038
               Attn: Jeff Pannullo, Customer Service Unit
               Telephone: (212) 412-3724
               Telecopier:  (212) 412-5306


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

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

        SECTION 11.02. WAIVERS; AMENDMENTS. No failure or delay by the
Administrative Agent, the LC Bank or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the LC Bank and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any
Credit Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, no Extension of Credit
shall be construed as a waiver of any Default, regardless of whether the
Administrative Agent, the LC Bank or any Lender may have had notice or knowledge
of such Default at the time.

        (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower, the Guarantor and the Required Lenders or by the
Borrower, the Guarantor and the


                                       55
<PAGE>

Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
release the Guarantor from its obligations under the Guaranty without the
written consent of each Lender, or (vi) change any of the provisions of this
Section or the definition of "Required Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided, further, that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent or the LC Bank hereunder without the prior written
consent of the Administrative Agent or the LC Bank, as the case may be.

        SECTION 11.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. The Borrower shall
pay (i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the
initial syndication of the credit facilities provided for herein, the
preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the LC Bank, including the
reasonable fees, charges and disbursements of counsel for the LC Bank, in
connection with the execution, delivery, administration, modification and
amendment of any Letters of Credit to be issued by it hereunder, and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the LC Bank or any
Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the LC Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
and Letters of Credit issued hereunder, including in connection with any
workout, restructuring or negotiations in respect thereof.

        (b) The Borrower shall indemnify the Administrative Agent, the LC Bank,
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "INDEMNITEE") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transaction contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom, (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property now,
in the past or hereafter owned or operated by the Borrower, the Guarantor or any
of its other Subsidiaries, or any Environmental Liability related in any way to
the Borrower, the Guarantor or any of its other Subsidiaries, or (iv) any actual
or prospective claim, litigation,


                                       56
<PAGE>

investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.

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

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

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

        SECTION 11.04. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Credit Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and the LC Bank (and any
attempted assignment or transfer by a Credit Party without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

        (b) Any Lender may, in consultation with the Borrower (except in the
case of an assignment to a Lender or an Affiliate of a Lender), assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) except in the case of an assignment to a
Lender or an Affiliate of a Lender, each of the Administrative Agent and the LC
Bank must give its prior written consent to such assignment (which consent, in
the case of the Administrative Agent, shall not unreasonably be withheld and, in
the case of the LC Bank, may be given or withheld in the sole discretion of the
LC Bank), (ii) except in the case of an assignment to a Lender or an Affiliate
of a Lender or an assignment of the entire remaining amount of the assigning
Lender's Commitment, the amount of the Commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not


                                       57
<PAGE>

be less than $10,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, (iv) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $3,500, and (v) the assignee,
if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; provided, further, that any consent of the
Borrower otherwise required under this paragraph shall not be required if an
Event of Default under clause (f) or (g) of Article VIII has occurred and is
continuing. Upon acceptance and recording pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.14,
2.15, 2.16 and 11.03), any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

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

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

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


                                       58
<PAGE>

Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to
Section 11.02(b) that affects such Participant. Subject to paragraph (f) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

        (f) A Participant shall not be entitled to receive any greater payment
under Section 2.l4 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.

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

        (h) Anything herein to the contrary notwithstanding, each Lender (the
"GRANTING LENDER") shall have the right, without the prior consent of the
Borrower, to grant to a special purpose funding vehicle (the "SPFV") that is
utilized by such Granting Lender, identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Borrower, the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make hereunder, provided that (i) nothing herein shall
constitute a commitment to make any Loan by any SPFV or shall relieve its
Granting Lender of any obligation of such Granting Lender hereunder or under any
other Credit Document, except to the extent that such SPFV actually funds all or
part of any Loan such Granting Lender is obligated to make hereunder, (ii) if an
SPFV elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, such Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof, (iii) the Granting Lender hereby indemnifies and
holds the Administrative Agent harmless from and against any liability, loss,
cost or expense (including for or in respect of Taxes) arising out of such
identification and grant or any transaction contemplated thereby, and (iv) the
provisions of this paragraph (h) shall not impose any increased cost or
liability on any Credit Party. The making of a Loan by an SPFV hereunder shall
utilize the Commitment of its Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto agrees that no
SPFV shall be liable for any payment under this Agreement or any other Credit
Document for which a Lender would otherwise be liable, for so long as, and to
the extent that, its Granting Lender makes such payment. As to any Loans or
portions of Loans made by it, each SPFV shall have all the rights that a Lender
making such Loans or such portions of Loans would have had under this


                                       59
<PAGE>

Agreement and otherwise; provided that (1) its voting rights under this
Agreement shall be exercised solely by its Granting Lender and (2) its Granting
Lender shall remain solely responsible to the other parties hereto for the
performance of such SPFV's obligations under this Agreement, including its
obligations in respect of the Loans or portions of Loans made by it. No
additional Notes, if any, shall be required to evidence the Loans or portions of
Loans made by a SPFV; and the Granting Lender shall be deemed to hold its Note,
if any, as agent for its SPFV to the extent of the Loans or portions of Loans
funded by such SPFV. Each Granting Lender shall act as administrative agent for
its SPFV and give and receive notices and other communications on its behalf.
Any payments for the account of any SPFV shall be paid to its Granting Lender as
administrative agent for such SPFV, and neither any Credit Party nor the
Administrative Agent shall be responsible for any Granting Lender's application
of such payments. In furtherance of the foregoing, each party hereto hereby
agrees that, until the date that is one year and one day after the payment in
full of all outstanding senior Debt of any SPFV, it shall not institute against,
or join any other Person in instituting against, such SPFV any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings (or any
similar proceedings) under the laws of the United States of America or any State
thereof. In addition, notwithstanding anything to the contrary contained in this
paragraph (h), an SPFV may (1) (A) with notice to, but without the prior written
consent of, the Administrative Agent or the Borrower and without paying any
processing fee therefor, assign all or any portion of its interest in any Loan
to its Granting Lender or (B) with the consent (which consent shall not be
unreasonably withheld) of the Administrative Agent and (if no Event of Default
has occurred and is continuing) the Borrower, but without paying any processing
fee therefor, assign all or any portion of its interest in any Loan to any
financial institution providing liquidity or credit facilities to or for the
account of such SPFV to fund the Loans funded by such SPFV or to support any
securities issued by such SPFV to fund such Loans, and (2) disclose, on a
confidential basis, any non-public information relating to Loans funded by it to
any rating agency, commercial paper dealer or provider of a surety, guaranty or
credit or liquidity enhancement to such SPFV. The Borrower shall not be required
to pay, or to reimburse any Granting Lender for, its expenses relating to any
SPFV identified by such Granting Lender pursuant to this paragraph (h).

        SECTION 11.05. SURVIVAL. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans. The provisions of Sections 2.14, 2.15, 2.16 and 11.03 and Article IX
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Commitments or the termination of this
Agreement or any provision hereof.

        SECTION 11.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the
commitment letter relating to the credit facility provided hereby (to the extent
provided therein) and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 3.01, this Agreement shall


                                       60
<PAGE>

become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

        SECTION 11.07. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

        SECTION 11.08. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender or the LC Bank or any Affiliate of
either is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of any Credit Party against any of and all the Obligations now or
hereafter existing under this Agreement held by such Lender or the LC Bank,
irrespective of whether or not such Lender or the LC Bank shall have made any
demand under this Agreement and although such Obligations may be unmatured. The
rights of each Lender and the LC Bank under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

        SECTION 11.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

        (a) This Agreement shall be construed in accordance with and governed by
the law of the State of New York, without regard to principles of conflicts of
law.

        (b) Each Credit Party hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against any Credit Party or its properties in the courts of any
jurisdiction.

        (c) Each Credit Party hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby


                                       61
<PAGE>

irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

        (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

        SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

        SECTION 11.11. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

        SECTION 11.12. CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than a Credit Party or any Subsidiary of a Credit Party. For the purposes
of this Section, "INFORMATION" means all information received from any Credit
Party or any Subsidiary of a Credit Party relating to a Credit Party or any
Subsidiary of a Credit Party or their respective businesses, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary
of a Credit Party; provided that, in the case of information received from any
Credit Party or any Subsidiary of a Credit Party after the Effective Date, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of


                                       62
<PAGE>

Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


                                       63
<PAGE>

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

                                            NISOURCE FINANCE CORP., as Borrower



                                            By:  /s/ Dennis W. McFarland
                                               ---------------------------------
                                               Name: Dennis W. McFarland
                                               Title: Treasurer

                                            NISOURCE INC., as Guarantor



                                            By:  /s/ Dennis W. McFarland
                                               ---------------------------------
                                               Name: Dennis W. McFarland
                                               Title: Treasurer

                                            BARCLAYS BANK PLC, as Lender,
                                            LC Bank and Administrative Agent



                                            By:  /s/ Sydney G. Dennis
                                               ---------------------------------
                                               Name: Sydney G. Dennis
                                               Title: Director

                                            BANK OF AMERICA, N.A.



                                            By:  /s/ Gretchen P. Burud
                                               ---------------------------------
                                               Name: Gretchen P. Burud
                                               Title:  Managing Director

                                            BANK ONE, NA

                                            By:  /s/ Dawn M. Lawler
                                               ---------------------------------
                                               Name: Dawn M. Lawler
                                               Title: Director


                                      S-1
<PAGE>

                                            BNP PARIBAS



                                            By:  /s/ Mark A. Renaud
                                               ---------------------------------
                                               Name: Mark A. Renaud
                                               Title: MD


                                            By:  /s/ Timothy F. Vincent
                                               ---------------------------------
                                               Name: Timothy F. Vincent
                                               Title:  Vice President

                                            CITICORP USA, INC.



                                             By: /s/ Costas Rigas
                                               ---------------------------------
                                               Name: Costas Rigas
                                               Title:  Vice President

                                             CREDIT SUISSE FIRST BOSTON



                                             By: /s/ Paul L. Colon
                                               ---------------------------------
                                               Name: Paul L. Colon
                                               Title:  Vice President

                                             By: /s/ James H. Lee
                                               ---------------------------------
                                               Name: James H. Lee
                                               Title:  Associate

                                             FIRST UNION NATIONAL BANK



                                            By:  /s/ C. Reid Harden
                                               ---------------------------------
                                               Name:  C. Reid Harden
                                               Title:  Vice President

                                            THE BANK OF NOVA SCOTIA


                                      S-2
<PAGE>

                                            By: /s/ N. Bell
                                               ---------------------------------
                                               Name: N. Bell
                                               Title:  Assistant Agent

                                            TORONTO DOMINION (TEXAS), INC.



                                            By:  /s/ Carolyn R. Faeth
                                               ---------------------------------
                                               Name: Carolyn R. Faeth
                                               Title:  Vice President

                                            THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                            CHICAGO BRANCH


                                            By: /s/ Shinichiro Munechika
                                               ---------------------------------
                                               Name: Shinichiro Munechika
                                               Title:  Deputy General Manager


                                      S-3
<PAGE>

                                                                         Annex A

                                  PRICING GRID

        The "Applicable Rate" for any day with respect to any Eurodollar Loan,
ABR Loan, Facility Fee, Utilization Fee or LC Risk Participation Fee, as the
case may be, is the percentage set forth below in the applicable row under the
column corresponding to the Status that exists on such day:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
       Status           Level I     Level II    Level III    Level IV     Level V     Level VI
----------------------------------------------------------------------------------------------
<S>                     <C>         <C>         <C>          <C>          <C>         <C>
Eurodollar Revolving
Loans/Eurodollar          47.5        57.5         72.5        100.0       115.0       140.0
Term Loans
(basis points)
----------------------------------------------------------------------------------------------
ABR Loans
(basis points)             0            0           0            0          15.0        40.0
----------------------------------------------------------------------------------------------
Facility Fee (basis
points)                    10         12.5          15          25           40          50
----------------------------------------------------------------------------------------------
Utilization Fee
(basis points)            15.0        15.0         15.0        15.0         15.0        15.0
----------------------------------------------------------------------------------------------
LC Risk
Participation Fee         47.5        57.5         72.5        100.0       115.0       140.0
(basis points)
----------------------------------------------------------------------------------------------
</TABLE>

        For purposes of this Pricing Grid, the following terms have the
following meanings (as modified by the provisos below):

        "LEVEL I STATUS" exists at any date if, at such date, the Index Debt is
rated either A- or higher by S&P or A3 or higher by Moody's.

        "LEVEL II STATUS" exists at any date if, at such date, the Index Debt is
rated either BBB+ by S&P or Baa1 by Moody's.

        "LEVEL III STATUS" exists at any date if, at such date, the Index Debt
is rated either BBB by S&P or Baa2 by Moody's.

        "LEVEL IV STATUS" exists at any date if, at such date, the Index Debt is
rated either BBB- by S&P or Baa3 by Moody's.

        "LEVEL V STATUS" exists at any date if, at such date, the Index Debt is
rated either BB+ or lower by S&P or Ba1 or lower by Moody's.

        "LEVEL VI STATUS" exists at any date if, at such date, no other Status
exists.


<PAGE>

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

The credit ratings to be utilized for purposes of this Pricing Grid are those
assigned to the Index Debt, and any rating assigned to any other debt security
of the Borrower shall be disregarded. The rating in effect at any date is that
in effect at the close of business on such date.

Provided, that the applicable Status shall change as and when the applicable
Index Debt ratings change.

Provided further, that if the Index Debt is split-rated, the applicable Status
shall be determined on the basis of the higher of the two ratings then
applicable; provided further, that, if such higher rating is BBB-/Baa3 or lower,
the applicable Status shall instead be determined on the basis of the lower of
the two ratings then applicable.

Provided further, that if both Moody's and S&P, or their successors as
applicable, shall have ceased to issue or maintain such ratings, then the
applicable Status shall be Level VI.


                                      S-2