<PAGE>   1
                                                                  CONFORMED COPY



                                    AMENDED AND RESTATED COMPETITIVE ADVANCE AND
                           REVOLVING CREDIT FACILITY AGREEMENT (the "Agreement")
                           dated as of January 15, 1997, among MBNA AMERICA
                           BANK, N.A., a national banking association (the
                           "Borrower"), the lenders listed in Schedule 2.01 (the
                           "Lenders"), and THE CHASE MANHATTAN BANK, a New York
                           banking corporation, as agent for the Lenders (in
                           such capacity, the "Agent").


                  The Borrower has requested the Lenders to extend credit to the
Borrower in order to enable it to borrow on a revolving credit basis on and
after the date hereof and at any time and from time to time prior to the
Maturity Date (as herein defined) a principal amount not in excess of
$2,000,000,000 at any time outstanding. The Borrower has also requested the
Lenders to provide a procedure pursuant to which the Borrower may invite the
Lenders to bid on an uncommitted basis on short-term borrowings by the Borrower.
The proceeds of all such borrowings are to be used for general corporate
purposes. The Lenders are willing to extend such credit to the Borrower on the
terms and subject to the conditions herein set forth.

                  Accordingly, the Borrower, the Lenders and the Agent agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

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

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

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

         "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit B.
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                                                                               2


         "Affiliate" shall mean, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

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

         "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such
day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. "Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective on the date such change is publicly announced as effective.
"Base CD Rate" shall mean the sum of (a) the product of (i) the Three-Month
Secondary CD Rate and (ii) Statutory Reserves and (b) the Assessment Rate.
"Three-Month Secondary CD Rate" shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day shall not be a Business Day, on the next preceding
Business Day) by the Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it. "Federal Funds Effective
Rate" shall mean, for any day, the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as 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 which is a Business Day, the average of the quotations for the day of
such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the






  
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                                                                               3


Base CD Rate or the Federal Funds Effective Rate or both for any reason,
including the inability of the Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (b) or (c), or both, of the first sentence of this
definition, as appropriate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate, respectively.

         "Assessment Rate" shall mean for any date the annual rate (rounded
upwards, if necessary, to the next 1/100 of 1%) most recently estimated by The
Chase Manhattan Bank as the then current net annual assessment rate that will be
employed in determining amounts payable by The Chase Manhattan Bank to the
Federal Deposit Insurance Corporation (or any successor) for insurance by such
Corporation (or such successor) of time deposits made in Dollars at The Chase
Manhattan Bank's domestic offices.

         "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee substantially in the form of Exhibit C.

         "Bank Regulatory Authority" shall mean the OCC, the Board, the Federal
Deposit Insurance Corporation and all other relevant bank regulatory authorities
(including relevant state and foreign bank regulatory authorities).

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

         "Borrowing" shall mean a group of Loans of a single Type made by the
Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders
whose Competitive Bids have been accepted pursuant to Section 2.03) on a single
date and as to which a single Interest Period is in effect.

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







  
<PAGE>   4
                                                                               4


         "Capital Adequacy Regulations" shall mean the capital adequacy
regulations of the OCC applicable to national banks set forth in Part 3 of Title
12, Code of Federal Regulations, or any successor minimum capital adequacy
regulations of the primary federal Bank Regulatory Authority for the Borrower.

         "Closing Date" shall mean the date hereof.

         "Code" shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "Commitment" shall mean, with respect to each Lender, the commitment of
such Lender hereunder as set forth in Schedule 2.01 as such Lender's Commitment
may be permanently terminated or reduced from time to time pursuant to Section
2.11 or changed as a result of an assignment pursuant to Section 9.04(b).

         "Competitive Bid" shall mean an offer by a Lender to make a Competitive
Loan pursuant to Section 2.03.

         "Competitive Bid Accept/Reject Letter" shall mean a notification made
by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4.

         "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a
Lender pursuant to Section 2.03, (i) in the case of a Eurodollar Loan, the
Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest,
offered by the Lender making such Competitive Bid.

         "Competitive Bid Request" shall mean a request made pursuant to Section
2.03 in the form of Exhibit A-1.

         "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted by the Borrower
under the bidding procedure described in Section 2.03.

         "Competitive Loan" shall mean a Loan from a Lender to the Borrower
pursuant to the bidding procedure described in Section 2.03. Each Competitive
Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

         "Consolidated Reports" shall have the meaning assigned to such term in
Section 3.10(a).

         "Consolidated Tangible Net Worth" at any date shall mean the Tangible
Net Worth of the Borrower and the






  
<PAGE>   5
                                                                               5


Subsidiaries on such date, determined on a consolidated basis in accordance with
RAP.

         "Contingent Obligation" with respect to the Borrower or any Subsidiary
shall mean any obligation of the Borrower or such Subsidiary, as applicable,
guaranteeing or in effect guaranteeing any Indebtedness ("primary obligations")
of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the owner of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business or guarantees by the Borrower of obligations of any Subsidiary. The
amount of any Contingent Obligation shall be deemed to equal the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

         "Continuing Directors" shall mean (i) persons who are members of the
Board of Directors of the Borrower on the date hereof and (ii) persons who
become members of the Board of Directors of the Borrower after the date hereof
(x) whose election or nomination for election was approved by a vote of a
majority of the then Continuing Directors and (y) who were not so elected or
nominated in connection with, or in contemplation of, any transaction of the
type referred to in Section 6.02.

         "Contractual Obligation" with respect to the Borrower or any Subsidiary
shall mean any provision of any security issued by the Borrower or such
Subsidiary, as applicable, or of any agreement, instrument or undertaking to
which the Borrower or such Subsidiary, as applicable, is a party or by which it
or any of its property is bound.

         "Control" shall mean the possession, directly or


<PAGE>   6
                                                                               6


indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, but not including the exercise of investment discretion
as an investment advisor or fiduciary, and "Controlling" and "Controlled" shall
have meanings correlative thereto.

         "Coverage Date" shall mean (i) in the event the Borrower fails to
deliver any financial statements required to be delivered pursuant to Section
5.01(a) or (b) on or before the date specified for such delivery in such
Section , each day from such specified delivery date to the date on which all
such financial statements are actually delivered and (ii) otherwise, any day if
the Loss Ratio in respect of the period of four consecutive fiscal quarters
ending on the last day of the most recent fiscal quarter in respect of which
financial statements have been delivered pursuant to Section 5.01(a) or (b)
equals or exceeds 5.0%.

         "Coverage Ratio" shall mean, on any date, the ratio of (x) the amount
of Eligible Receivables of the Borrower and its Subsidiaries as of the close of
business on a Business Day not more than five Business Days prior to such date
(adjusted for any subsequent Securitizations within the last five Business
Days), as such date is selected by the Borrower to (y) the aggregate principal
amount of all Loans outstanding on such date, after giving effect to any
Borrowings to be made on such date.

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

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

         "Eligible Receivables" shall mean, on any date, the credit card and
related plan receivables which are owned by the Borrower or any Subsidiary on
such date and the Sellers' Retained Interests owned by the Borrower or any
Subsidiary on such date, in each case to the extent they are or would be
reflected on a consolidated balance sheet of the Borrower prepared in accordance
with RAP other than any such receivables or Sellers' Retained Interests which
(i) are in accounts (or in the case of the Sellers' Retained Interests,
represent indirect interests in receivables in accounts) that are nonaccruing or
that have balances 90 days or more past due, (ii) represent the Financed Portion
of receivables subject to a Securitization or (iii) are otherwise subject to any
Lien.







  
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                                                                               7



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

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

         "Eurocurrency Reserve Requirements" with respect to any Lender shall
mean the aggregate of the reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board and any other banking authority to which such Lender is subject and
applicable to "Eurocurrency Liabilities", as such term is defined in Regulation
D of the Board, or any similar category of assets or liabilities relating to
eurocurrency fundings. Eurodollar Loans shall be deemed to constitute
Eurocurrency Liabilities. Eurocurrency Reserve Requirements shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

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

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

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

         "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or
Eurodollar Revolving Credit Loan.

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

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

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

         "Existing Credit Agreement" shall mean the Competitive Advance and
Revolving Credit Facility Agreement dated as of February 15, 1995, and amended
by the First
<PAGE>   8
                                                                               8


Amendment dated as of December 27, 1995, among the Borrower, the lenders named
therein and The Chase Manhattan Bank (formerly known as Chemical Bank) as Agent.

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

                  "Facility Fee Percentage" shall mean on any date the
applicable percentage set forth below based upon the ratings by S&P and Moody's,
respectively, applicable on such date to Index Debt:

<TABLE>
<CAPTION>
CATEGORY 1                                                      Percentage
  Rating
<S>                                                             <C>
    AA- or higher by S&P
    Aa3 or higher by Moody's                                      0.070%

CATEGORY 2
  Rating

    A+, A or A- by S&P
    A1, A2 or A3 by Moody's                                       0.090%


CATEGORY 3
  Rating

    BBB+ by S&P
    Baa1 by Moody's                                               0.100%


CATEGORY 4
  Rating

    BBB  by S&P
    Baa2 by Moody's                                               0.125%

CATEGORY 5
  Rating

    BBB- by S&P
    Baa3 by Moody's                                               0.150%


CATEGORY 6
  Rating

    BB+ or below by S&P
    Ba1 or below by Moody's                                       0.225%
</TABLE>

                  For purposes of the foregoing, (i) if at any time there shall
exist no Index Debt or Index Debt is not rated (other than by reason of the
circumstances referred to in the last sentence of this definition), then the
Lenders acting through the Agent and the Borrower shall negotiate in good faith
to determine a substitute basis for determining the applicable Facility Fee
Percentage, and during such negotiations the Facility Fee Percentage in effect
immediately prior to such time shall continue in effect; (ii) if the ratings
established or deemed to have been
<PAGE>   9
                                                                               9


established by S&P and Moody's for the Index Debt shall fall within different
Categories, the Facility Fee Percentage shall be based on the Category
containing the higher of such ratings; provided, however, that if the difference
between such ratings is greater than one Category, the Facility Fee Percentage
shall be based on the Category containing the ratings one Category below the
Category containing the higher of such ratings; and (iii) if any rating for
Index Debt established or deemed to have been established by S&P or Moody's
shall be changed (other than as a result of a change in the rating system of S&P
or Moody's), such change shall be effective (A) if the Index Debt is not
publicly rated, as of the date of the applicable Ratings Review Letter
indicating such change, or (B) if the Index Debt is publicly rated, as of the
date on which such change is first announced by the applicable rating agency.
Each change in the Facility Fee Percentage shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of S&P or Moody's shall change, or if any such rating agency shall cease
to be in the business of rating corporate debt obligations, the Borrower and the
Lenders, acting through the Agent, shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect such changed rating
system or the nonavailability of ratings from such rating agency, and pending
agreement on such amendment, the Facility Fee Percentage most recently
determined in accordance with this definition shall continue in effect.

                  "Federal Funds Effective Rate" shall have the meaning assigned
to such term in the definition of "Alternate Base Rate" in this Section 1.01.

                  "Fees" shall mean the Facility Fees, the Agent Fees and the
Utilization Fee.

                  "Financed Portion" shall mean at any time, with respect to
receivables subject to a Securitization, an amount of such receivables equal to
the aggregate amount of then outstanding debt or equity instruments or
securities (other than any seller's interest retained by the Borrower or a
Subsidiary) issued in connection with such Securitization, in each case
determined in accordance with RAP.

                  "Financial Officer" of any corporation shall mean the chief
financial officer, chief corporate finance officer, principal accounting
officer, Treasurer, Assistant Treasurer or Controller of such corporation.
<PAGE>   10
                                                                              10


                  "Fixed Rate Borrowing" shall mean a Borrowing comprised of
Fixed Rate Loans.

                  "Fixed Rate Loan" shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (expressed in the form of a
decimal to no more than four decimal places) specified by the Lender making such
Loan in its Competitive Bid.

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

                  "Indebtedness" of any Person at any date shall mean (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current trade liabilities incurred in
the ordinary course of business and payable in accordance with customary
practices), (b) any other indebtedness of such Person which is evidenced by a
note, bond, debenture or similar instrument, (c) all obligations of such Person
in respect of acceptances issued or created for the account of such Person, (d)
all liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof, (e) indebtedness arising out of Securitizations which do not qualify
for sale treatment in accordance with RAP to the extent such Indebtedness would
be reflected on a balance sheet of such Person prepared in accordance with RAP,
provided that, for purposes hereof, the amount of any such Indebtedness arising
out of a Securitization described in this clause (e) shall be deemed to be
limited to the maximum amounts of such Indebtedness that can be satisfied,
directly or indirectly, by recourse to the assets or credit of such Person
(other than assets constituting the Financed Portion, at the time of a default,
of the receivables subject to such Securitization), and (f) Contingent
Obligations of such Person in respect of Indebtedness of others (other than any
undrawn lines of credit or undrawn credit commitments to individual persons);
provided that Indebtedness shall not include with respect to any such Person
which is a bank, (A) indebtedness in respect of deposits held by such Person,
(B) obligations in respect of federal funds purchased by such Person, (C)
indebtedness in respect of agreements in the ordinary course of business to
purchase or repurchase securities or loans or (D) contingent liabilities
incurred in the ordinary course of banking business (including banker's
acceptances, trade acceptances, letters of credit and finance acceptances), and
provided further, that each of the foregoing items described in this definition
shall be deemed to constitute Indebtedness only
<PAGE>   11
                                                                              11


to the extent it would be (or in the case of Contingent Obligations, the
Indebtedness of the primary obligor would be) required to be reflected as a
liability by (and in the amount specified by) RAP and provided further, that
Indebtedness shall not include any Securitization which qualifies for treatment
as a sale under RAP or any obligations with respect to a Securitization which so
qualifies.

                  "Index Debt" shall mean (i) senior, unsecured
noncredit-enhanced, long-term debt of the Borrower (whether or not any such debt
shall be outstanding) publicly rated by both S&P and Moody's or (ii) if the debt
described in clause (i) shall not exist, long-term subordinated debt of the
Borrower (whether or not any such debt shall be outstanding) rated by both S&P
and Moody's, and the rating applicable to Index Debt shall be one category
higher than such rating, or (iii) if the debt described in clauses (i) and (ii)
shall not exist, senior, unsecured, noncredit-enhanced, long-term debt of the
Borrower (whether or not any such debt shall be outstanding) with respect to
which the Borrower has delivered to the Agent a Ratings Review Letter dated not
earlier than the most recent Ratings Review Date (or which has been publicly
rated by only one of S&P or Moody's and as to which a Ratings Review Letter from
the other rating agency has been delivered to the Agent not earlier than such
date).

                  "Intangibles" with respect to any Person at any date shall
mean the amount of all assets of such Person that would be classified as
intangible assets in accordance with RAP.

                  "Interest Payment Date" shall mean, with respect to any Loan,
the last day of the Interest Period applicable thereto and, in the case of a
Eurodollar Loan with an Interest Period of more than three months' duration or a
Fixed Rate Loan with an Interest Period of more than 90 days' duration, each day
that would have been an Interest Payment Date for such Loan had successive
Interest Periods of three months' duration or 90 days' duration, as the case may
be, been applicable to such Loan and, in addition, the date of any refinancing
or conversion of such Loan with or to a Loan of a different Type.

                  "Interest Period" shall mean (a) as to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter,
as the Borrower may elect, (b) as to
<PAGE>   12
                                                                              12


any ABR Borrowing, the period commencing on the date of such Borrowing and
ending on the next succeeding March 31, June 30, September 30 or December 31,
or, if earlier, on the Maturity Date or the date of prepayment of such Borrowing
and (c) as to any Fixed Rate Borrowing, the period commencing on the date of
such Borrowing and ending on the date specified in the Competitive Bids in which
the offers to make the Fixed Rate Loans comprising such Borrowing were extended,
which shall not be earlier than seven days after the date of such Borrowing or
later than 360 days after the date of such Borrowing; provided, however, that if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of Eurodollar Loans only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period.

                  "LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum equal to the
arithmetic mean (rounded upwards, if necessary, to the next 1/16 of 1%) of the
offered rates for Dollar deposits with a maturity comparable to such Interest
Period which appear on the Telerate British Bankers Assoc. Interest Settlement
Rates Page (as hereinafter defined) at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period; provided,
however, that if there shall no longer exist a Telerate British Bankers Assoc.
Interest Settlement Rates Page, "LIBO Rate" shall mean an interest rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the rate
at which Dollar deposits approximately equal in principal amount to (i) in the
case of a Eurodollar Revolving Credit Loan, The Chase Manhattan Bank's portion
of such Revolving Credit Borrowing and (ii) in the case of a Eurodollar
Competitive Loan, a principal amount that would have been The Chase Manhattan
Bank's portion of such Competitive Borrowing had such Competitive Borrowing been
a Eurodollar Revolving Credit Loan, and for a maturity comparable to such
Interest Period are offered to the principal London office of The Chase
Manhattan Bank 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. "Telerate British Bankers Assoc. Interest
Settlement Rates Page" shall mean the display designated as Page 3750 on
Teleratesystem Incorporated (or such other page as may replace the LIBO page on
that service for the purpose
<PAGE>   13
                                                                              13


of displaying London interbank offered rates of major banks).

                  "Lien" shall mean, with respect to any asset, any mortgage,
deed of trust, lien, pledge, assignment or transfer for security, encumbrance,
charge or security interest in or on such asset.

                  "Loan" shall mean a Competitive Loan or a Revolving Credit
Loan, whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.

                  "Loan Documents" shall mean (i) this Agreement and the letter
agreement referred to in Section 2.06(b) and (ii) any amendment, supplement,
modification, consent or waiver of, to or in respect of either of the foregoing.

                  "Loss Ratio" shall mean, in respect of any period of four
consecutive fiscal quarters, the ratio of (x) the aggregate net credit losses
with respect to Managed Credit Card Receivables during such period to (y) the
average aggregate amount of Managed Credit Card Receivables.

                  "Managed Credit Card Receivables" shall mean the aggregate of
on-balance sheet credit card receivables of the Borrower and its Subsidiaries
and credit card receivables of the Borrower and its Subsidiaries transferred in
a Securitization.

                  "Margin" shall mean, as to any Eurodollar Competitive Loan,
the margin (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places) to be added to or subtracted from the LIBO
Rate in order to determine the interest rate applicable to such Loan, as
specified in the Competitive Bid relating to such Loan.

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

                  "Material Adverse Effect" shall mean a material adverse effect
on (i) the business, assets, operations or financial condition of the Borrower
and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to
perform its obligations hereunder or (iii) the rights or remedies of the Lenders
hereunder.

                  "Maturity Date" shall mean February 15, 2001, as the same may
be extended pursuant to Section 2.11.

                  "Moody's" shall mean Moody's Investors Service,
<PAGE>   14
                                                                              14


Inc., and its successors.

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

                  "OCC" shall mean the Office of the Comptroller of the Currency
of the United States or any successor Federal Bank Regulatory Authority.

                  "Organization Documents" shall mean, for any corporation, the
certificate or articles of incorporation, the by-laws, any certificate of
designation or instrument relating to the rights of preferred shareholders of
such corporation and all applicable resolutions of the board of directors (or
any committee thereof) of such corporation.

                  "Parent" shall mean MBNA Corporation, a Maryland corporation,
of which the Borrower is a wholly owned subsidiary.

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

                  "Person" shall mean any natural person, corporation, business
trust, joint venture, association, company, limited liability company,
partnership or government, or any agency or political subdivision thereof.

                  "Plan" shall mean 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 that is maintained for current or former employees, or
any beneficiary thereof, of the Borrower or any ERISA Affiliate.

                  "RAP" shall mean bank regulatory accounting principles from
time to time in effect in the United States required to be employed by banks in
the preparation of their consolidated reports of condition and income filed with
federal Bank Regulatory Authorities.

                  "Ratings Review Date" shall mean (a) the Closing Date, (b)
each anniversary of the Closing Date and (c) any date after the most recent date
referred to in (a) or (b) above which shall have been designated in a notice
delivered by the Required Lenders to the Borrower not fewer than 90 days prior
to such designated date, provided that the Required Lenders shall not deliver
such notice more than once a year.

                  "Ratings Review Letters" shall mean, on any date,
<PAGE>   15
                                                                              15


the letters of each of S&P and Moody's that set forth the ratings of the Index
Debt by such rating agencies, which letters shall not be dated earlier than 10
days prior to the date of delivery thereof to the Agent.

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

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

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

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

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

                  "Required Lenders" shall mean, at any time, Lenders having
Commitments representing at least 50.1% in Dollar amount of the Total Commitment
or, for purposes of action taken to accelerate the maturity of Loans under
Article VII, Lenders holding Loans representing at least a majority of the
aggregate principal amount of the Loans outstanding.

                  "Requirement of Law" as to any Person shall mean the
certificate or articles of incorporation and by-laws or other organizational or
governing documents of such Person and any law, treaty, rule, regulation,
regulatory guideline or pronouncement or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

                  "Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other officer
or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this
<PAGE>   16
                                                                              16


Agreement.

                  "Revolving Credit Borrowing" shall mean a Borrowing consisting
of simultaneous Revolving Credit Loans from each of the Lenders.

                  "Revolving Credit Loan" shall mean a revolving loan made by
the Lenders to the Borrower pursuant to Section 2.04. Each Revolving Credit Loan
shall be a Eurodollar Revolving Credit Loan or an ABR Loan.

                  "Revolving Credit Request" shall mean a request made pursuant
to Section 2.04 in the form of Exhibit A-5.

                  "S&P" shall mean Standard and Poor's Ratings Services, a
Division of The McGraw-Hill Companies Inc., and its successors.

                  "Securitization" shall mean the transfer or pledge of assets
or interests in assets to a trust, partnership, corporation or other entity,
which transfer or pledge is funded by such entity in whole or in part by the
issuance of instruments or securities that are paid principally from the cash
flow derived from such assets or interests in assets.

                  "Sellers' Retained Interests" shall mean the debt or equity
interest held by the Borrower or its Subsidiaries in any trust, partnership,
corporation or other entity to which credit card receivables or related plan
receivables of the Borrower or its Subsidiaries have been transferred in a
Securitization, and, for purposes hereof, the amount of the Sellers' Retained
Interests at any date shall be the amount that would be reflected on a
consolidated balance sheet of the Borrower at such date prepared in accordance
with RAP.

                  "Significant Subsidiary" shall mean any Subsidiary which, at
the time any determination is being made, would constitute a "significant
subsidiary" of the Borrower as defined in Rule 1-02 of Regulation S-X of the
Securities and Exchange Commission, 17 C.F.R. Section 210.1-02, as in effect on
the date hereof.

                  "Spread" shall mean on any date, with respect to Eurodollar
Revolving Credit Loans or ABR Loans, the applicable percentage set forth below
based upon the ratings by S&P and Moody's, respectively, applicable on such date
to the Index Debt:
<PAGE>   17
                                                                              17


<TABLE>
<CAPTION>
                                                     LIBO Spread                        ABR Spread
<S>                                                  <C>                                <C>
CATEGORY 1
  Rating

    AA- or higher by S&P                               .130%                               0
    Aa3 or higher by Moody's

CATEGORY 2
  Rating

    A+, A or A- by S&P                                 .160%                               0
    A1, A2 or A3 by Moody's

CATEGORY 3
  Rating

    BBB+ by S&P                                        .200%                               0
    Baa1 by Moody's

CATEGORY 4
  Rating

    BBB  by S&P                                        .225%                               0
    Baa2 by Moody's

CATEGORY 5
  Rating

    BBB- by S&P                                        .250%                               0
    Baa3 by Moody's

CATEGORY 6
  Rating

    BB+ or below by S&P                                .425%                               0
    Ba1 or below by Moody's
</TABLE>

                  For purposes of the foregoing, (i) if there shall exist no
Index Debt or Index Debt is not rated (other than by reason of the circumstances
referred to in the last sentence of this definition), then the Lenders acting
through the Agent and the Borrower shall negotiate in good faith to determine a
substitute basis for determining the applicable Spread, and during such
negotiations the Spread in effect immediately prior to such time shall continue
in effect; (ii) if the ratings established or deemed to have been established by
S&P and Moody's for the Index Debt shall fall within different Categories, the
Spread shall be based on the Category containing the higher of such ratings;
provided, however, that if the difference between such ratings is greater than
one Category, the Spread shall be based on the Category containing the ratings
one Category below the Category containing the higher of such ratings; and (iii)
if any rating for Index Debt established or deemed to have been established by
S&P or Moody's shall be changed (other than as a result of a change in the
rating system of S&P or Moody's), such change shall be effective (A) if the
<PAGE>   18
                                                                              18


Index Debt is not publicly rated, as of the date of the applicable Ratings
Review Letter indicating such change, or (B) if the Index Debt is publicly
rated, as of the date on which such change is first announced by the applicable
rating agency. Each change in the Spread shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of S&P or Moody's shall change, or if any such rating agency shall cease
to be in the business of rating corporate debt obligations, the Borrower and the
Lenders, acting through the Agent, shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect such changed rating
system or the nonavailability of ratings from such rating agency, and pending
agreement on such amendment, the Spread most recently determined in accordance
with this definition shall continue in effect.

                  "Statutory Reserves" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board and any other banking authority to which
The Chase Manhattan Bank is subject for new negotiable nonpersonal time deposits
in Dollars of over $100,000 with maturities approximately equal to three months.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.

                  "subsidiary" shall mean, with respect to any Person (herein
referred to as the "parent"), any corporation, partnership, association or other
business entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or more than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held, other than in a
fiduciary capacity, or (b) which is, at the time any determination is made,
otherwise Controlled by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" shall mean any subsidiary of the Borrower;
provided, however, that any special purpose subsidiary of the Borrower organized
and operated solely to facilitate or conduct Securitizations which is not a
consolidated subsidiary of the Borrower under RAP shall not be deemed to be a
Subsidiary hereunder.
<PAGE>   19
                                                                              19


                  "Tangible Net Worth" with respect to any Person at any date
shall mean all amounts which would be included as "total equity capital" on a
balance sheet of such Person prepared as of such date in accordance with RAP
less the aggregate amount of Intangibles that would be reflected as assets on
such balance sheet.

                  "Total Commitment" shall mean at any time the aggregate amount
of the Lenders' Commitments, as in effect at such time.

                  "Type", when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate, the Alternate Base Rate and any fixed rate.

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

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

                  SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections , Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require.

                  SECTION 1.03. Accounting Terms. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with RAP consistently applied. In the event that any
change in RAP materially affects any provision of this Agreement, the Agent, the
Lenders and the Borrower agree that they shall negotiate in good faith in order
to amend the affected provisions in such a way as will restore the parties to
their respective positions prior to such change, and until such amendment
becomes effective the Borrower's compliance with such provisions shall be
determined on the basis of RAP as in effect immediately before such change in
RAP became effective.
<PAGE>   20
                                                                              20


                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Commitments. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly, to make Revolving Credit Loans to the
Borrower, at any time and from time to time on and after the date hereof and
until the earlier of the Maturity Date or the termination of the Commitment of
such Lender in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding not to exceed such Lender's Commitment minus the
amount by which the Competitive Loans outstanding at such time shall be deemed
to have used such Commitment pursuant to Section 2.16, subject, however, to the
conditions that (a) at no time shall (i) the sum of (x) the outstanding
aggregate principal amount of all Revolving Credit Loans plus (y) the
outstanding aggregate principal amount of all Competitive Loans exceed (ii) the
Total Commitment and (b) at all times the outstanding aggregate principal amount
of all Revolving Credit Loans made by each Lender shall equal the product of (i)
the percentage which its Commitment represents of the Total Commitment times
(ii) the outstanding aggregate principal amount of all Revolving Credit Loans
made pursuant to Section 2.04 (plus, if applicable, the amount of any Revolving
Credit Loans which would be outstanding had a Lender not defaulted in its
obligation to make such Loans hereunder). Each Lender's initial Commitment is
set forth opposite its respective name in Schedule 2.01. Such Commitments may be
terminated or reduced or increased from time to time pursuant to Sections 2.11
and 9.04(b).

                  Within the foregoing limits, the Borrower may borrow, pay or
prepay and reborrow hereunder, on and after the Closing Date and prior to the
Maturity Date, subject to the terms, conditions and limitations set forth
herein.

                  SECTION 2.02. Loans. (a) Each Revolving Credit Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their Commitments; provided, however, that the failure of any
Lender to make any Revolving Credit Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Each Competitive Loan shall be
made in accordance with the
<PAGE>   21
                                                                              21


procedures set forth in Section 2.03. The Revolving Credit Loans or Competitive
Loans comprising any Borrowing shall be in an aggregate principal amount which
is an integral multiple of $1,000,000 and not less than $5,000,000.

                  (b) Each Competitive Borrowing shall be comprised of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Revolving Credit
Borrowing shall be comprised of Eurodollar Revolving Credit Loans or ABR Loans,
as the Borrower may request pursuant to Section 2.03 or 2.04, as applicable.
Each Lender may at its option 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. Borrowings of
more than one Type may be outstanding at the same time and may be requested and
effective on the same day; provided, however, that the Borrower shall not be
entitled to request any Borrowing which, if made, would result in an aggregate
of more than 15 separate Eurodollar Revolving Credit Loans of any Lender being
outstanding hereunder at any one time. For purposes of the foregoing, Loans
having different Interest Periods, regardless of whether they commence or end on
the same date, shall be considered separate Loans.

                  (c) Subject to Section 2.05 and paragraph (d) below, each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to the Agent in New
York, New York, not later than 1:00 p.m., New York City time, and the Agent
shall by 3:00 p.m., New York City time, credit or wire transfer the amounts so
received to the general deposit account of the Borrower with the Agent or to
such other account as the Borrower may designate or, if a Borrowing shall not
occur on such date because any condition precedent herein specified shall not
have been met, return the amounts so received to the respective Lenders.
Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids
therefor are accepted pursuant to Section 2.03 in the amounts so accepted and
Revolving Credit Loans shall be made by the Lenders pro rata in accordance with
Section 2.16. Unless the Agent shall have received notice from a Lender prior to
the date (or, in the case of ABR Borrowings, on the date) of any Borrowing that
such Lender will not make available to the Agent such Lender's portion of such
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Borrowing in accordance with this paragraph (c)
and the Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and
<PAGE>   22
                                                                              22


to the extent that such Lender shall not have made such portion available to the
Agent, such Lender and the Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent at (i) in the case of the Borrower
the interest rate applicable at the time to the Loans comprising such Borrowing
and (ii) in the case of such Lender, the Federal Funds Effective Rate. The
Agent, after receiving knowledge of such Lender's failure to make such portion
available to the Agent, shall promptly provide notice of such to the Borrower.
If such Lender shall repay to the Agent such corresponding amount with such
interest, such amount shall constitute such Lender's Loan as part of such
Borrowing (from the date such Loan was made by the Agent on behalf of such
Lender to the Borrower) for purposes of this Agreement.

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

                  SECTION 2.03. Competitive Bid Procedure. (a) In order to
request Competitive Bids, the Borrower shall hand deliver or telecopy to the
Agent a duly completed Competitive Bid Request in the form of Exhibit A-1, to be
received by the Agent (i) in the case of a Eurodollar Competitive Borrowing, not
later than 10:00 a.m., New York City time, four Business Days before a proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before a proposed
Competitive Borrowing. No ABR Loan shall be requested in, or made pursuant to, a
Competitive Bid Request. A Competitive Bid Request that does not conform
substantially to the format of Exhibit A-1 may be rejected in the Agent's sole
discretion, and the Agent shall promptly notify the Borrower of such rejection
by telecopier. Such request shall in each case refer to this Agreement and
specify (x) whether the Borrowing then being requested is to be a Eurodollar
Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which shall
be a Business Day) and the aggregate principal amount thereof which shall be in
a minimum principal amount of $5,000,000 and in an integral multiple of
$1,000,000, and (z) the Interest Period with respect thereto (which may not end
after the Maturity Date). Promptly after its receipt of a Competitive Bid
Request that is not rejected as aforesaid, the Agent shall invite by telecopier
(in the form set forth in Exhibit A-2) the Lenders to bid, on the terms and
conditions of this Agreement, to make Competitive Loans
<PAGE>   23
                                                                              23


pursuant to such Competitive Bid Request.

                  (b) Each Lender may, in its sole discretion, make one or more
Competitive Bids to the Borrower responsive to a Competitive Bid Request. Each
Competitive Bid by a Lender must be received by the Agent via telecopier, in the
form of Exhibit A-3, (i) in the case of a Eurodollar Competitive Borrowing, not
later than 9:30 a.m., New York City time, three Business Days before a proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 9:30 a.m., New York City time, on the day of a proposed Competitive
Borrowing. Multiple Competitive Bids will be accepted by the Agent. Competitive
Bids that do not conform substantially to the format of Exhibit A-3 may be
rejected by the Agent after conferring with, and upon the instruction of, the
Borrower, and the Agent shall notify the Lender making such nonconforming
Competitive Bid of such rejection as soon as practicable. Each Competitive Bid
shall refer to this Agreement and specify (x) the principal amount (which shall
be in a minimum principal amount of $5,000,000 and in an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the Borrower) of the Competitive Loan or Loans that the
applicable Lender is willing to make to the Borrower, (y) the Competitive Bid
Rate or Rates at which such Lender is prepared to make the Competitive Loan or
Loans and (z) the Interest Period and the last day thereof. If any Lender shall
elect not to make a Competitive Bid, such Lender shall so notify the Agent via
telecopier (I) in the case of Eurodollar Competitive Loans, not later than 9:30
a.m., New York City time, three Business Days before a proposed Competitive
Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m.,
New York City time, on the day of a proposed Competitive Borrowing; provided,
however, that failure by any Lender to give such notice shall not cause such
Lender to be obligated to make any Competitive Loan as part of such Competitive
Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph
(b) shall be irrevocable.

                  (c) The Agent shall promptly (but in no event later than 10:00
a.m., New York City time) notify the Borrower by telecopier of all the
Competitive Bids made in accordance with paragraph (b) above, the Competitive
Bid Rate and the principal amount of each Competitive Loan in respect of which a
Competitive Bid was made and the identity of the Lender that made each
Competitive Bid. The Agent shall send a copy of all Competitive Bids to the
Borrower for its records as soon as practicable after completion of the bidding
process set forth in this Section 2.03.
<PAGE>   24
                                                                              24


                  (d) The Borrower may in its sole and absolute discretion,
subject only to the provisions of this paragraph (d), accept or reject any
Competitive Bid referred to in paragraph (c) above. The Borrower shall notify
the Agent by telephone, confirmed by telecopier in the form of a Competitive Bid
Accept/Reject Letter in the form of Exhibit A-4, whether and to what extent it
has decided to accept or reject any of or all the Competitive Bids referred to
in paragraph (c) above, (x) in the case of a Eurodollar Competitive Borrowing,
not later than 1:00 p.m., New York City time, three Business Days before a
proposed Competitive Borrowing, and (y) in the case of a Fixed Rate Borrowing,
not later than 10:30 a.m., New York City time, on the day of a proposed
Competitive Borrowing; provided, however, that (i) the failure by the Borrower
to give such notice shall be deemed to be a rejection of all the Competitive
Bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if the Borrower has
decided to reject a Competitive Bid made at a lower Competitive Bid Rate, (iii)
the aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the principal amount specified in the related Competitive Bid Request,
(iv) if the Borrower shall accept a Competitive Bid or Competitive Bids made at
a particular Competitive Bid Rate but the amount of such Competitive Bid or
Competitive Bids shall cause the total amount of Competitive Bids to be accepted
by the Borrower to exceed the amount specified in the related Competitive Bid
Request, then the Borrower shall accept a portion of such Competitive Bid or
Competitive Bids in an amount equal to the amount specified in the related
Competitive Bid Request less the amount of all other Competitive Bids accepted
with respect to such related Competitive Bid Request, which acceptance, in the
case of multiple Competitive Bids at such Competitive Bid Rate, shall be made
pro rata in accordance with the amount of each such Competitive Bid at such
Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive
Loan is in a minimum principal amount of $5,000,000 and an integral multiple of
$1,000,000; provided further, however, that if a Competitive Loan must be in an
amount less than $5,000,000 because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to
clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in
a manner which shall be in the discretion of the Borrower. A notice given by the
Borrower pursuant to this paragraph (d)
<PAGE>   25
                                                                              25


shall be irrevocable.

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

                  (f) If the Agent shall elect to submit a Competitive Bid in
its capacity as a Lender, it shall submit such Competitive Bid directly to the
Borrower one quarter of an hour earlier than the latest time at which the other
Lenders are required to submit their Competitive Bids to the Agent pursuant to
paragraph (b) above.

                  (g) All notices required by this Section 2.03 shall be given
in accordance with Section 9.01.

                  SECTION 2.04. Revolving Credit Borrowing Procedure. In order
to request a Revolving Credit Borrowing, the Borrower shall hand deliver or
telecopy a Revolving Credit Borrowing Request to the Agent in the form of
Exhibit A-5 (a) in the case of a Eurodollar Revolving Credit Borrowing, not
later than 10:30 a.m., New York City time, three Business Days before a proposed
Revolving Credit Borrowing and (b) in the case of an ABR Borrowing, not later
than 10:00 a.m., New York City time, on the day of a proposed Revolving Credit
Borrowing. No Fixed Rate Loan shall be requested or made pursuant to a Revolving
Credit Borrowing Request. Such notice shall be irrevocable and shall in each
case specify (i) whether the Borrowing then being requested is to be a
Eurodollar Revolving Credit Borrowing or an ABR Borrowing; (ii) the date of such
Revolving Credit Borrowing (which shall be a Business Day) and the amount
thereof; and (iii) if such Borrowing is to be a Eurodollar Revolving Credit
Borrowing, the Interest Period with respect thereto. If no election as to the
Type of Revolving Credit Borrowing is specified in any such notice, then the
requested Revolving Credit Borrowing shall be an ABR Borrowing. If no Interest
Period with respect to any Eurodollar Revolving Credit Borrowing is specified in
any such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Agent shall promptly advise the Lenders of
any notice given pursuant to this Section 2.04 and of each Lender's portion of
the requested Borrowing.

                  SECTION 2.05. Conversion and Continuation of Revolving Credit
Borrowings. The Borrower shall have the
<PAGE>   26
                                                                              26


right at any time upon prior irrevocable notice to the Agent (i) not later than
11:00 a.m., New York City time, on the Business Day of such conversion, to
convert any Borrowing consisting of Eurodollar Revolving Credit Loans into a
Borrowing consisting of ABR Loans, (ii) not later than 10:30 a.m., New York City
time, three Business Days prior to conversion or continuation, to convert any
Revolving Credit Borrowing consisting of ABR Loans into a Borrowing consisting
of Eurodollar Revolving Credit Loans or to continue, on the last day of the
Interest Period applicable thereto, any Borrowing consisting of Eurodollar
Revolving Credit Loans for an additional Interest Period and (iii) not later
than 10:30 a.m., New York City time, three Business Days prior to conversion, to
convert the Interest Period with respect to any Borrowing consisting of
Eurodollar Revolving Credit Loans to another permissible Interest Period,
subject in each case to the following:

                  (a) each conversion or continuation shall be made pro rata
         among the Lenders in accordance with the respective principal amounts
         of the Loans comprising the converted or continued Borrowing;

                  (b) if less than all the outstanding principal amount of any
         Borrowing shall be converted or continued, the aggregate principal
         amount of such Borrowing converted or continued shall be an integral
         multiple of $1,000,000 and not less than $5,000,000;

                  (c) accrued interest on a Loan (or portion
         thereof) being converted shall be paid by the Borrower
         at the time of conversion;

                  (d) if any Borrowing consisting of Eurodollar Revolving Credit
         Loans is converted at a time other than the end of the Interest Period
         applicable thereto, the Borrower shall pay, upon demand, any amounts
         due to the Lenders pursuant to Section 2.15 as a result of such
         conversion;

                  (e) any portion of a Borrowing maturing or required to be
         repaid in less than one month may not be converted into or continued as
         a Borrowing consisting of Eurodollar Revolving Credit Loans;

                  (f) any portion of a Borrowing consisting of Eurodollar
         Revolving Credit Loans which cannot be continued as such by reason of
         clause (e) above shall be automatically converted at the end of the
         Interest Period in effect for such Borrowing into a Revolving Credit
         Borrowing consisting of ABR Loans;
<PAGE>   27
                                                                              27


                  (g) no Interest Period may be selected for any Borrowing
         consisting of Eurodollar Revolving Credit Loans that would end later
         than the Maturity Date; and

                  (h) at any time when there shall have occurred and be
         continuing any Default or Event of Default, no Borrowing may be
         converted into or continued as a Eurodollar Revolving Credit Borrowing.

                  Each notice pursuant to this Section 2.05 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Revolving Credit Borrowing that the Borrower requests be converted or continued,
(ii) whether such Borrowing is to be converted to or continued as a Borrowing
consisting of Eurodollar Revolving Credit Loans or ABR Loans, (iii) if such
notice requests a conversion, the date of such conversion (which shall be a
Business Day) and (iv) if such Borrowing is to be converted to or continued as a
Borrowing consisting of Eurodollar Revolving Credit Loans, the Interest Period
with respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Borrowing consisting of
Eurodollar Revolving Credit Loans, the Borrower shall be deemed to have selected
an Interest Period of one month's duration. The Agent shall advise the Lenders
of any notice given pursuant to this Section 2.05 and of each Lender's portion
of any converted or continued Borrowing. If the Borrower shall not have given
notice in accordance with this Section 2.05 to continue any Borrowing into a
subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.05 to convert such Borrowing), such Borrowing
shall, at the end of the Interest Period applicable thereto (unless repaid
pursuant to the terms hereof), automatically be continued into a new Interest
Period as an ABR Borrowing.

                  SECTION 2.06. Fees. (a) The Borrower agrees to pay to each
Lender, through the Agent, on each March 31, June 30, September 30 and December
31 and on the date on which the Commitment of such Lender shall be terminated as
provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to
the Facility Fee Percentage from time to time in effect on the amount of the
Commitment of such Lender, whether used or unused, during the preceding quarter
(or other period commencing on the date of this Agreement or ending with the
Maturity Date or any date on which the Commitment of such Lender shall be
terminated). All Facility Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days. The
<PAGE>   28
                                                                              28


Facility Fee due to each Lender shall commence to accrue on the date hereof and
shall cease to accrue on the earlier of the Maturity Date and the date of
termination of the Commitment of such Lender as provided herein.

                  (b) The Borrower agrees to pay the Agent, for its own account,
agent and administrative fees (the "Agent Fees") at the times and in the amounts
agreed upon in the letter agreement dated November 26, 1996 between the Borrower
and the Agent.

                  (c) The Borrower agrees to pay to the Lenders, through the
Administrative Agent, on each March 31, June 30, September 30, and December 31
and on each date on which the Commitment of any Lender shall be terminated or
reduced as provided herein, a utilization fee (a "Utilization Fee") at a rate
per annum of the sum of (i) 1/20 of 1% on the aggregate outstanding Loans for
each day during the quarterly or other period ending on and including such
payment date on which such outstanding Loans exceed 50% of the Total Commitment
and (ii) 1/20 of 1% on the aggregate outstanding Loans for each day during the
quarterly period or other period ending on and including such payment date on
which (A) such outstanding Loans exceed 50% of the Total Commitment and (B) the
Index Debt is rated BBB- or below by S&P and Baa3 or below by Moody's, if
applicable. All Utilization Fees shall be computed on the basis of the actual
number of days elapsed in a year of 360 days.

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

                  SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The
outstanding principal balance of each Competitive Loan shall be payable on the
last day of the Interest Period applicable to such Loan, and the outstanding
principal balance of each Revolving Credit Loan shall be payable on the Maturity
Date. Each Competitive Loan and each Revolving Credit Loan shall bear interest
from the date of the Borrowing of which such Loan is a part on the outstanding
principal balance thereof as set forth in Section 2.08.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.
<PAGE>   29
                                                                              29


                  (c) The Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Type of each Loan made 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 Agent hereunder from
the Borrower and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however,
that the failure of any Lender or the Agent to maintain such accounts or any
error therein shall not in any manner affect the obligations of the Borrower to
repay the Loans in accordance with their terms.

                  SECTION 2.08. Interest on Loans. (a) Subject to the provisions
of Section 2.09, the Loans comprising each Eurodollar Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days) at a rate per annum equal to (i) in the case of each Eurodollar
Revolving Credit Loan, (a) the LIBO Rate for the Interest Period in effect for
such Borrowing plus (b) the Spread applicable to Eurodollar Revolving Credit
Loans from time to time in effect and (ii) in the case of each Eurodollar
Competitive Loan, (a) the LIBO Rate for the Interest Period in effect for such
Borrowing plus (b) the Margin (which may be negative) offered by the Lender
making such Loan and accepted by the Borrower pursuant to Section 2.03. Interest
on each Eurodollar Borrowing shall be payable on each applicable Interest
Payment Date except as otherwise provided in this Agreement. The LIBO Rate shall
be determined by the Agent, and such determination shall be conclusive absent
manifest error. The Agent shall promptly advise the Borrower and each Lender of
such determination.

                  (b) Subject to the provisions of Section 2.09, the Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the Alternate Base Rate.
Interest on each ABR Borrowing shall be payable on each applicable Interest
Payment Date except as otherwise provided in this Agreement. The Alternate Base
Rate shall be determined by the Agent, and such determination shall be
conclusive absent manifest
<PAGE>   30
                                                                              30


error. The Agent shall promptly advise the Borrower and each Lender of such
determination.

                  (c) Subject to the provisions of Section 2.09, each Fixed Rate
Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the fixed rate
of interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03. Interest on each Fixed Rate Loan shall be payable in
arrears on the Interest Payment Dates applicable to such Loan except as
otherwise provided in this Agreement.

                  SECTION 2.09. Default Interest. If the Borrower shall default
in the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, whether at scheduled maturity, by notice of prepayment,
acceleration or otherwise, the Borrower shall on demand from time to time from
the Agent pay interest, to the extent permitted by law, on such defaulted amount
up to (but not including) the date of actual payment (after as well as before
judgment) at a rate per annum (computed on the basis of the actual number of
days elapsed over a year of 360 days) equal to the Alternate Base Rate plus 2%
per annum.

                  SECTION 2.10. Alternate Rate of Interest. In the event, and on
each occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Agent shall have reasonably
determined that Dollar deposits in the principal amounts of the Eurodollar Loans
comprising such Borrowing are not generally available in the London interbank
market, or that the rates at which such Dollar deposits are being offered will
not adequately and fairly reflect the cost to any Lender of making or
maintaining its Eurodollar Loan during such Interest Period, or that reasonable
means do not exist for ascertaining the LIBO Rate, the Agent shall, as soon as
practicable thereafter, give written or telecopied notice of such determination
to the Borrower and the Lenders. In the event of any such determination, until
the Agent shall have advised the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any request by the Borrower for
a Eurodollar Competitive Borrowing pursuant to Section 2.03 shall be of no force
and effect and shall be denied by the Agent and (ii) any request by the Borrower
for a Eurodollar Revolving Credit Borrowing pursuant to Section 2.04 shall be
deemed to be a request for an ABR Borrowing; provided, however, that any request
for such a Eurodollar Revolving Credit Borrowing may be revoked by the Borrower,
as soon as is practicable after receiving the aforementioned notice from the
Agent but in any event
<PAGE>   31
                                                                              31


prior to the requested borrowing date. Each determination by the Agent hereunder
shall be conclusive absent manifest error.

                  SECTION 2.11. Termination, Reduction and Extension of
Commitments. (a) The Commitments shall be automatically and permanently
terminated on the Maturity Date.

                  (b) Upon at least three Business Days' prior irrevocable
written or telecopied notice to the Agent (which shall promptly notify each
Lender thereof), the Borrower may at any time in whole permanently terminate, or
from time to time in part permanently reduce, the Total Commitment; provided,
however, that (i) each partial reduction of the Total Commitment shall be in an
integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000
and (ii) no such termination or reduction shall be made which would reduce the
Total Commitment to an amount less than the aggregate outstanding principal
amount of the Competitive Loans and the Revolving Credit Loans.

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

                  (d) (i) The Borrower may request, in a notice given as herein
provided to the Agent and each of the Lenders at any time prior to the Maturity
Date then in effect (the "Existing Maturity Date"), that the Maturity Date be
extended, which notice shall specify a date (which shall be not fewer than 60
and not more than 90 days after the date of such notice) as of which the
requested extension is to be effective (the "Effective Date"), and the new
Maturity Date (which may not be more than four years after the Effective Date)
to be in effect following such extension (the "Requested Maturity Date"). Each
Lender, acting in its sole discretion, shall, not later than a date 30 days
prior to the Effective Date, notify the Borrower and the Agent of its election
to extend or not to extend the Maturity Date with respect to its Commitment. Any
Lender which shall not timely notify the Borrower and the Agent of its election
to extend the Maturity Date shall be deemed to have elected not to extend the
Maturity Date with respect to its Commitment (any Lender who timely notifies the
Borrower and the Agent of an election not to extend its Commitment and any
Lender so deemed to have elected not to extend its Commitment being
<PAGE>   32
                                                                              32


referred to as a "Terminating Lender"). The election of any Lender to agree to
such extension shall not obligate any other Lender to agree.

                  (ii) If and only if Lenders holding Commitments that aggregate
at least 66-2/3% of the aggregate amount of the Commitments on the Effective
Date (including Commitments of all Terminating Lenders on such date) shall have
agreed to extend the Existing Maturity Date, then, effective as of the Effective
Date, (A) the Commitments of the Lenders other than Terminating Lenders (the
"Continuing Lenders") shall, subject to the other provisions of this Agreement,
be extended to the Requested Maturity Date specified in the notice from the
Borrower, and as to such Lenders the term "Maturity Date", as used herein shall
on and after the Effective Date mean such Requested Maturity Date, provided that
if such date is not a Business Day, then such Requested Maturity Date shall be
the next preceding Business Day and (B) the Commitments of the Terminating
Lenders shall continue until the Existing Maturity Date, and shall then
terminate, and as to the Terminating Lenders, the term "Maturity Date", as used
herein, shall continue to mean such Existing Maturity Date; provided, however,
that notwithstanding the foregoing, the extension of the Existing Maturity Date
shall not be effective with respect to any Lender unless:

                  (x) no Default or Event of Default shall have occurred and be
         continuing on each of the date of the notice requesting such extension
         or on the Effective Date; and

                  (y) each of the representations and warranties set forth in
         Article III (except the representations set forth in Section 3.05(b) or
         3.14) shall be true and correct in all material respects on and as of
         each of the date of the notice requesting such extension and the
         Effective Date with the same effect as though made on and as of each
         date, except to the extent such representations and warranties
         expressly relate to an earlier date.

                  (e) In the event that the Maturity Date shall have been
extended for the Continuing Lenders in accordance with Section 2.11(d) and, in
connection with such extension, there are Terminating Lenders, the Borrower may,
at its own expense, require any Terminating Lender to transfer and assign in
whole or in part, without recourse (in accordance with Section 9.04) all or part
of its interests, rights and obligations under this Agreement to an assignee
(which assignee may be another Lender, if another Lender accepts
<PAGE>   33
                                                                              33


such assignment) that shall assume such assigned obligations and that shall
agree that its Commitment will expire on the Maturity Date in effect for
Continuing Lenders pursuant to Section 2.11(d); provided, however, that (i) the
Borrower shall have received a written consent of the Agent in the case of an
assignee that is not a Lender, which consent shall not unreasonably be withheld,
and (ii) the assigning Lender shall have received from the Borrower or such
assignee full payment in immediately available funds of the principal of and
interest accrued to the date of such payment on the Loans made by it hereunder
to the extent that such Loans are subject to such assignment and all other
amounts owed to it hereunder. Any such assignee's initial Maturity Date shall be
the Maturity Date in effect at the time of such assignment for the Continuing
Lenders. The Borrower shall not have any right to require a Lender to assign any
part of its interests, rights and obligations under this Agreement pursuant to
this paragraph (e) unless it has notified such Lender of its intention to
require the assignment thereof at least ten days prior to the proposed
assignment date.

                  SECTION 2.12. Prepayment. (a) The Borrower shall have the
right at any time and from time to time to prepay any Revolving Credit
Borrowing, in whole or in part, upon giving written or telecopied notice (or
telephonic notice promptly confirmed by written or telecopied notice) to the
Agent (which shall promptly notify each Lender thereof): (i) before 10:30 a.m.,
New York City time, three Business Days prior to prepayment, in the case of
Eurodollar Revolving Credit Loans; and (ii) before 10:00 a.m., New York City
time, one Business Day prior to prepayment in the case of ABR Loans; provided,
however, that each partial prepayment shall be in an amount which is an integral
multiple of $1,000,000 and not less than $5,000,000. The Borrower shall not have
the right to prepay any Competitive Borrowing.

                  (b) On the date of any termination or reduction of the
Commitments pursuant to Section 2.11, the Borrower shall pay or prepay so much
of the Revolving Credit Borrowings as shall be necessary in order that the
aggregate principal amount of the Competitive Loans and Revolving Credit Loans
outstanding will not exceed the Total Commitment after giving effect to such
termination or reduction.

                  (c) Each notice of prepayment shall specify the prepayment
date and the principal amount of each Borrowing (or portion thereof) to be
prepaid, shall be irrevocable and shall commit the Borrower to prepay such
Borrowing (or
<PAGE>   34
                                                                              34


portion thereof) by the amount stated therein on the date stated therein. All
prepayments under this Section 2.12 shall be subject to Section 2.15 but
otherwise without premium or penalty. All prepayments under this Section 2.12
shall be accompanied by accrued interest on the principal amount being prepaid
to the date of payment.

                  SECTION 2.13. Reserve Requirements; Change in Circumstances.
(a) If any Lender shall give notice to the Agent and the Borrower at any time to
the effect that Eurocurrency Reserve Requirements are, or are scheduled to
become, effective and that such Lender is or will be generally subject to such
Eurocurrency Reserve Requirements as a result of which such Lender will incur
additional costs, then such Lender shall, for each day from the later of the
date of such notice and the date on which such Eurocurrency Reserve Requirements
become effective, be entitled to additional interest on each Eurodollar Loan
made by it at a rate per annum determined for such day (rounded upward to the
nearest 100th of 1%) equal to the remainder obtained by subtracting (i) the LIBO
Rate for such Eurodollar Loan from (ii) the rate obtained by dividing such LIBO
Rate by a percentage equal to 100% minus the then-applicable Eurocurrency
Reserve Requirements. Such additional interest will be payable in arrears to the
Agent, for the account of such Lender, on each Interest Payment Date relating to
such Eurodollar Loan and on any other date when interest is required to be paid
hereunder with respect to such Loan. Any Lender which gives a notice under this
paragraph (a) shall promptly withdraw such notice (by written notice of
withdrawal given to the Agent and the Borrower) in the event Eurocurrency
Reserve Requirements cease to apply to it or the circumstances giving rise to
such notice otherwise cease to exist.

                  (b) Notwithstanding any other provision herein, if after the
date of this Agreement any change in applicable law, rule or regulation or in
the interpretation or administration thereof by any Governmental Authority
charged with the interpretation or administration thereof (whether or not having
the force of law) shall result in the imposition, modification or applicability
of any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of or credit extended by any Lender (except for
any such reserve requirement which is included in Eurocurrency Reserve
Requirements covered by paragraph (a) of this Section ), or shall change the
basis of taxation of payments to any Lender of the principal of or interest on
any Eurodollar Loan or Fixed Rate Loan or any Fees or other amounts payable
hereunder (other than changes in respect of taxes imposed on the overall net
income of
<PAGE>   35
                                                                              35


such Lender), or shall result in the imposition on any Lender or the London
interbank market of any other condition affecting this Agreement, such Lender's
Commitment or any Eurodollar Loan or Fixed Rate Loan made by such Lender, and
the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the
amount of any sum received or receivable by such Lender hereunder with respect
to Eurodollar Loans or Fixed Rate Loans (whether of principal, interest or
otherwise) by an amount deemed by such Lender to be material, then such
additional amount or amounts as will compensate such Lender for such additional
costs or reduction will be paid by the Borrower to such Lender upon demand.
Notwithstanding the foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Loan if the
change giving rise to such request was applicable to such Lender at the time of
submission of the Competitive Bid pursuant to which such Competitive Loan was
made.

                  (c) If any Lender shall have determined that the adoption
after the date hereof of any law, rule, regulation or guideline regarding
capital adequacy, or any change in any of the foregoing or in the interpretation
or administration of any of the foregoing by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by any Lender
(or any lending office of such Lender) or any Lender's holding company with any
request or directive regarding capital adequacy (whether or not having the force
of law) made or promulgated after the date hereof by any such Governmental
Authority has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender pursuant hereto
to a level below that which such Lender or such Lender's holding company could
have achieved but for such applicability, adoption, change or compliance (taking
into consideration such Lender's policies and the policies of such Lender's
holding company with respect to capital adequacy) by an amount deemed by such
Lender to be material, then the Borrower shall pay to such Lender upon such
Lender's request such additional amount or amounts as will compensate such
Lender or such Lender's holding company for any such reduction suffered, using
such method of calculation as is used by such Lender with respect to similarly
situated borrowers.

                  (d) If any Lender becomes entitled to claim any additional
amounts pursuant to this Section 2.13, it shall promptly notify the Borrower,
through the Agent, of the event by reason of which it has become so entitled. A
<PAGE>   36
                                                                              36


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

                  (e) Failure on the part of any Lender to demand compensation
for any increased costs or reduction in amounts received or receivable or
reduction in return on capital with respect to any period shall not constitute a
waiver of such Lender's right to demand compensation with respect to such period
or any other period, provided that such demand occurs within 90 days after such
Lender has notified the Borrower of any event, which notification shall have
occurred within 90 days of the date on which it first knows (or in the exercise
of reasonable diligence should have known) of such event that will give rise to
a compensation claim. The protection of this Section shall be available to each
Lender regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition which shall have occurred or been imposed.

                  SECTION 2.14. Change in Legality. (a) Notwithstanding any
other provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Agent, such Lender may:

                  (i) declare that Eurodollar Loans will not thereafter be made
         by such Lender hereunder, whereupon such Lender shall not submit a
         Competitive Bid in response to a request for Eurodollar Competitive
         Loans and any request by the Borrower for a Eurodollar Revolving Credit
         Borrowing shall, as to such Lender only, be deemed a request for an ABR
         Loan unless such declaration shall be subsequently withdrawn; and

                (ii) require that all outstanding Eurodollar Loans made by it be
         converted to ABR Loans, in which event all such Eurodollar Loans shall
         be automatically converted to ABR Loans as of the effective date of
         such
<PAGE>   37
                                                                              37


         notice as provided in paragraph (b) below.

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

                  (b) For purposes of this Section 2.14, a notice to the
Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful,
on the last day of the Interest Period currently applicable to such Eurodollar
Loan; in all other cases such notice shall be effective on the date of receipt
by the Borrower.

                  SECTION 2.15. Indemnity. The Borrower shall indemnify each
Lender against any loss or expense which such Lender may sustain or incur as a
consequence of (a) any failure by the Borrower to fulfill on the date of any
borrowing hereunder the applicable conditions set forth in Article IV, (b) any
failure by the Borrower to borrow or to convert or continue any Loan hereunder
after irrevocable notice of such borrowing, conversion or continuation has been
given pursuant to Section 2.03, 2.04 or 2.05, (c) any payment, prepayment or
conversion of a Eurodollar Loan or Fixed Rate Loan required by any other
provision of this Agreement or otherwise made or deemed made on a date other
than the last day of the Interest Period applicable thereto, (d) any default in
payment or prepayment of the principal amount of any Loan or any part thereof or
interest accrued thereon, as and when due and payable (at the due date thereof,
whether at scheduled maturity, by acceleration, irrevocable notice of prepayment
or otherwise), or (e) any transfer or assignment pursuant to Sections 2.11(e)
and 2.20(b), including, in each such case, any loss or reasonable expense
sustained or incurred or to be sustained or incurred in liquidating or employing
deposits from third parties acquired to effect or maintain such Loan or any part
thereof as a Eurodollar Loan or Fixed Rate Loan. Such loss or expense shall
exclude any loss of margin hereunder, but shall include an amount equal to the
excess, if any, as reasonably determined by such Lender, of (i) its cost of
obtaining the funds for the Loan being paid, prepaid, converted or not borrowed,
converted or continued (assumed to be the LIBO Rate or, in the case of a Fixed
Rate Loan, the fixed rate of interest applicable thereto) for the period from
the date of such payment, prepayment or conversion or failure to borrow, convert
or continue to the
<PAGE>   38
                                                                              38


last day of the Interest Period for such Loan (or, in the case of a failure to
borrow, convert or continue, the Interest Period for such Loan which would have
commenced on the date of such failure) over (ii) the amount of interest (as
reasonably determined by such Lender) that would be realized by such Lender in
reemploying the funds so paid, prepaid, converted or continued or not borrowed,
converted or continued for such period or Interest Period, as the case may be. A
certificate of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this Section and, in reasonable detail, the
method by which such amount or amounts shall have been determined, shall be
delivered to the Borrower and shall be conclusive absent manifest error.

                  SECTION 2.16. Pro Rata Treatment. Except as required under
Section 2.14, each Revolving Credit Borrowing, each payment or prepayment of
principal of any Revolving Credit Borrowing, each payment of interest on the
Revolving Credit Loans, each payment of Facility Fees, each reduction of the
Commitments and each conversion or continuation of any Borrowing with a
Revolving Credit Borrowing of any Type, shall be allocated pro rata among the
Lenders in accordance with their respective Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the respective
principal amounts of their outstanding Revolving Credit Loans). Each payment of
principal of any Competitive Borrowing shall be allocated pro rata among the
Lenders participating in such Borrowing in accordance with the respective
principal amounts of their outstanding Competitive Loans comprising such
Borrowing. Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their
outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the available Commitments of the Lenders at any time, each
outstanding Competitive Borrowing shall be deemed to have utilized the
Commitments of the Lenders (including those Lenders which shall not have made
Loans as part of such Competitive Borrowing) pro rata in accordance with such
respective Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole Dollar amount.

                  SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if
it shall, through the exercise of a right of banker's lien, setoff or
counterclaim against the Borrower, including, but not limited to, a secured
claim under
<PAGE>   39
                                                                              39


Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or
by any other means (except pursuant to Section 2.11(e), 2.20(b) or 9.04), obtain
payment (voluntary or involuntary) in respect of any Revolving Credit Loan or
Loans as a result of which the unpaid principal portion of its Revolving Credit
Loans shall be proportionately less than the unpaid principal portion of the
Revolving Credit Loans of any other Lender, it shall be deemed simultaneously to
have purchased from such other Lender at face value, and shall promptly pay to
such other Lender the purchase price for, a participation in the Revolving
Credit Loans of such other Lender, so that the aggregate unpaid principal amount
of the Revolving Credit Loans and participations in the Revolving Credit Loans
held by each Lender shall be in the same proportion to the aggregate unpaid
principal amount of all Revolving Credit Loans then outstanding as the principal
amount of its Revolving Credit Loans prior to such exercise of banker's lien,
setoff or counterclaim or other event was to the principal amount of all
Revolving Credit Loans outstanding prior to such exercise of banker's lien,
setoff or counterclaim or other event; provided, however, that, if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.17
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or adjustments shall be rescinded to the extent of such recovery
and the purchase price or prices or adjustment restored without interest. The
Borrower expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in a Revolving Credit Loan deemed to have been so
purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrower to such
Lender by reason thereof as fully as if such Lender had made a Revolving Credit
Loan directly to the Borrower in the amount of such participation.

                  SECTION 2.18. Payments. (a) The Borrower shall make each
payment (including principal of or interest on any Borrowing or any Fees or
other amounts) hereunder and under any other Loan Document not later than 12:00
(noon), New York City time, on the date when due in Dollars to the Agent at its
offices at 270 Park Avenue, New York, New York, in immediately available funds.

                  (b) Whenever any payment (including principal of or interest
on any Borrowing or any Fees or other amounts) hereunder or under any other Loan
Document shall become due, or otherwise would occur, on a day that is not a
Business
<PAGE>   40
                                                                              40



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

                  SECTION 2.19. Taxes. (a) Any and all payments by the Borrower
hereunder shall be made, in accordance with Section 2.18, free and clear of and
without deduction for any and all current or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the Agent or any Lender (or any transferee or
assignee thereof, including a participation holder (any such entity a
"Transferee")) as a result of a present, former or future connection between the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein and the Agent or the Lender
(other than a connection resulting from or attributable to such Agent or Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Documents) (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities, collectively or individually, "Taxes"). If the Borrower shall be
required to deduct any Taxes from or in respect of any sum payable hereunder to
any Lender (or any Transferee) or the Agent, (i) the sum payable shall be
increased by the amount (an "additional amount") necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 2.19) such Lender (or Transferee) or the Agent (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower agrees to pay to the relevant
Governmental Authority in accordance with applicable law any current or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Document ("Other Taxes").

                  (c) The Borrower will indemnify each Lender (or Transferee)
and the Agent for the full amount of Taxes and Other Taxes paid by such Lender
(or Transferee) or the Agent, as the case may be, and any liability (including
penalties, interest and expenses (including reasonable
<PAGE>   41
                                                                              41


attorney's fees and expenses)) arising therefrom or with respect thereto (except
in the case of gross negligence or willful misconduct of such Lender (or
Transferee) or the Agent), whether or not such Taxes or Other Taxes were
correctly or legally asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability prepared by a Lender
(or Transferee), or the Agent, absent manifest error, shall be final, conclusive
and binding for all purposes. Such indemnification shall be made within 30 days
after the date such Lender (or Transferee) or the Agent, as the case may be,
makes written demand therefor.

                  (d) If the Borrower determines in good faith that a reasonable
basis exists for contesting a Tax, the relevant Lender (or Transferee), or the
Agent, as applicable, shall cooperate with the Borrower in challenging such Tax
at the Borrower's expense if requested by the Borrower. If a Lender (or
Transferee) or the Agent shall become aware that it is entitled to claim a
refund from a Governmental Authority in respect of Taxes or Other Taxes as to
which it has been indemnified by the Borrower, or with respect to which the
Borrower has paid additional amounts, pursuant to this Section 2.19, it shall
promptly notify the Borrower of the availability of such refund claim and shall,
within 30 days after receipt of a request by the Borrower, make a claim to such
Governmental Authority for such refund at the Borrower's expense. If a Lender
(or Transferee) or the Agent receives a refund (including pursuant to a claim
for refund made pursuant to the preceding sentence) in respect of any Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section 2.19,
it shall within 30 days from the date of such receipt pay over such refund to
the Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.19 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
such Lender (or Transferee) or the Agent and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the Borrower, upon the request of such Lender
(or Transferee) or the Agent, agrees to repay the amount paid over to the
Borrower (plus penalties, interest or other charges) to such Lender (or
Transferee) or the Agent in the event such Lender (or Transferee) or the Agent
is required to repay such refund to such Governmental Authority.

                  (e) As soon as practicable after the date of any payment of
Taxes or Other Taxes by the Borrower to the
<PAGE>   42
                                                                              42




relevant Governmental Authority, the Borrower will deliver to the Agent, at its
address referred to in Section 9.01, the original or a certified copy of a
receipt issued by such Governmental Authority evidencing payment thereof.

                  (f) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.19
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

                  (g) Each Lender (or Transferee) that is organized under the
laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia (a "Non-U.S. Lender") shall deliver to the Borrower and the
Agent two copies of either United States Internal Revenue Service Form 1001 or
Form 4224, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
Federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", a Form W-8, or any subsequent versions
thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8,
a certificate representing that such Non-U.S. Lender is not a bank for purposes
of Section 881(c) of the Code, is not, to the best of its knowledge, subject to
regulatory or other legal requirements as a bank in any jurisdiction, and has
not been treated as a bank for purposes of any tax, securities law or other
filing or submission made to any Governmental Authority, any application made to
a rating agency or qualification for any exemption from tax, securities laws or
other legal requirements), is not a 10-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from, or reduced rate of, U.S. Federal
withholding tax on payments by the Borrower under this Agreement and the other
Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a "New Lending Office"). In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this Section 2.19(g), a Non-U.S. Lender
shall not be required to deliver any form pursuant to this
<PAGE>   43
                                                                              43



Section 2.19(g) that such Non-U.S. Lender is not legally able to deliver.

                  (h) The Borrower shall not be required to indemnify any
Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in
respect of United States Federal withholding tax pursuant to paragraph (a) or
(c) above to the extent that (i) the obligation to withhold amounts with respect
to United States Federal withholding tax existed on the date such Non-U.S.
Lender became a party to this Agreement (or, in the case of a Transferee that is
a participation holder, on the date such participation holder became a
Transferee hereunder) or, with respect to payments to a New Lending Office, the
date such Non-U.S. Lender designated such New Lending Office with respect to a
Loan; provided, however, that this clause (i) shall not apply to any Transferee
or New Lending Office that becomes a Transferee or New Lending Office as a
result of an assignment, participation, transfer or designation made at the
request of the Borrower; and provided further, however, that this clause (i)
shall not apply to the extent the indemnity payment or additional amounts any
Transferee, or Lender (or Transferee) through a New Lending Office, would be
entitled to receive (without regard to this clause (i)) do not exceed the
indemnity payment or additional amounts that the Person making the assignment,
participation or transfer to such Transferee, or Lender (or Transferee) making
the designation of such New Lending Office, would have been entitled to receive
in the absence of such assignment, participation, transfer or designation or
(ii) the obligation to pay such additional amounts would not have arisen but for
a failure by such Non-U.S. Lender to comply with the provisions of paragraph (g)
above.

                  (i) Nothing contained in this Section 2.19 shall require any
Lender (or Transferee) or the Agent to make available any of its tax returns (or
any other information that it deems to be confidential or proprietary).

                  (j) Each Lender (or Transferee) represents and agrees that, at
all times during the term of this Agreement, it is not and will not be a conduit
entity participating in a conduit financing arrangement (as defined in Section
7701(l) of the Code and the regulations thereunder) with respect to any
borrowings hereunder unless the Borrower has consented to such arrangement prior
thereto.

                  SECTION 2.20. Duty To Mitigate; Assignment of Commitments
Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any
indemnity payment or additional amounts payable pursuant to Section 2.13 or
Section 2.19
<PAGE>   44
                                                                              44


shall use reasonable efforts (consistent with legal and regulatory restrictions)
to file any certificate or document reasonably requested in writing by the
Borrower or to change the jurisdiction of its applicable lending office if the
making of such a filing or change would avoid the need for or reduce the amount
of any such indemnity payment or additional amounts that may thereafter accrue
or avoid the circumstances giving rise to such exercise and would not, in the
sole determination of such Lender (or Transferee), be otherwise disadvantageous
to such Lender (or Transferee).

                  (b) In the event that any Lender shall have delivered a notice
or certificate pursuant to Section 2.13 (other than pursuant to paragraph (a) of
Section 2.13) or 2.14, or the Borrower shall be required to make additional
payments to any Lender under Section 2.19, the Borrower shall have the right, at
its own expense, upon notice to such Lender and the Agent, to require such
Lender to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in Section 9.04) all its interests, rights and
obligations under this Agreement to one or more other financial institutions
approved by the Agent (which approval shall not be unreasonably withheld) which
shall assume such obligations; provided that (i) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Authority
and (ii) the assignee shall pay to the affected Lender in immediately available
funds on the date of such assignment the principal of and interest accrued to
the date of payment on the Loans made by it hereunder and all other amounts
accrued for its account or owed to it hereunder.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

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

                  SECTION 3.01.  Corporate Existence and Power.

                  (a) the Borrower is a national bank duly formed, validly
         existing and in good standing under the National Bank Act, as amended;

                  (b) each Significant Subsidiary is a corporation duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its incorporation;
<PAGE>   45
                                                                              45



                  (c) the Borrower and each Significant Subsidiary have the
         power and authority and all governmental licenses, authorizations,
         consents and approvals to own its assets and carry on their respective
         businesses as now conducted and, in the case of the Borrower, to
         execute, deliver, and perform its obligations under this Agreement;

                  (d) the Borrower and each Significant Subsidiary are duly
         qualified as a foreign corporation, licensed and in good standing under
         the laws of each jurisdiction where their respective ownership, lease
         or operation of property or the conduct of their respective businesses
         requires such qualification; and

                  (e) the Borrower and each Significant Subsidiary
         are in compliance in all material respects with all
         Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so would not, in the aggregate for all such failures,
reasonably be expected to have a Material Adverse Effect.

                  SECTION 3.02. Corporate Authorization; No Contravention. The
execution, delivery and performance by the Borrower of this Agreement, the
borrowings hereunder and the use of proceeds thereof have been duly authorized
by all necessary corporate action, and do not and will not:

                  (a) contravene the terms of any of the Borrower's
         Organization Documents;

                  (b) conflict with or result in any breach or contravention of,
         or the creation of any Lien under, any document evidencing any
         Contractual Obligation to which the Borrower or any Subsidiary is a
         party or any order, injunction, writ or decree of any Governmental
         Authority or arbitrator to which the Borrower or its property is
         subject which, in the aggregate, would reasonably be expected to result
         in a Material Adverse Effect; or

                  (c) violate any Requirement of Law.

                  SECTION 3.03. Governmental Authorization. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority is necessary or required in connection with the
execution, validity, delivery or performance by, or enforcement against, the
Borrower of this Agreement.
<PAGE>   46
                                                                              46




                  SECTION 3.04. Binding Effect. This Agreement has been duly
executed on behalf of the Borrower and constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability (whether
enforcement is sought by proceedings in equity or at law).

                  SECTION 3.05. Litigation. Except as disclosed in the Parent's
most recent Annual Report on Form 10-K or in any subsequent report of the Parent
on Forms 10-Q or 8-K filed with the Securities and Exchange Commission prior to
the date hereof (or in the event the representation set forth in Section 3.05(b)
is made or deemed made as of the date of any amendment to this Agreement, filed
prior to such date), there are no litigation, investigations, actions, suits,
proceedings, claims or disputes pending, or, to the knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, against the Borrower or its Subsidiaries or any of its
or their respective assets or properties:

                  (a) which purport to affect or pertain to this
         Agreement or any of the transactions contemplated
         hereby; or

                  (b) as to which there is a reasonable possibility of an
         adverse determination and which, if determined adversely to the
         Borrower or its Subsidiaries, would reasonably be expected to have a
         Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery and performance of this Agreement, or directing
that the transactions provided for herein not be consummated as herein provided.

                  SECTION 3.06. No Default. No Default or Event of Default
exists or would result from the incurring of any obligations hereunder by the
Borrower. On the date of this Agreement, neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any Contractual Obligation
in any respect which, individually or together with all such defaults, would
reasonably be expected to have a Material Adverse Effect.
<PAGE>   47
                                                                              47



                  SECTION 3.07. Employee Benefit Plans. Each of the Borrower and
its ERISA Affiliates is in compliance in all respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder where a failure to comply, individually or in the
aggregate, could result in a Material Adverse Effect. No Reportable Event has
occurred in respect of any Plan. The present value of all accrued benefit
liabilities determined on a termination basis under all underfunded Plans (based
on those assumptions used to fund such Plans) did not, as of the last annual
valuation date applicable thereto, exceed the value of the assets of such Plans
by an amount that could have a Material Adverse Effect. Neither the Borrower nor
any ERISA Affiliate is required to contribute to any Multiemployer Plan or has
withdrawn from any Multiemployer Plan where such withdrawal has resulted or
would result in any Withdrawal Liability that has not been fully paid.

                  SECTION 3.08. Use of Proceeds. The proceeds of the Loans are
intended to be and shall be used solely for general corporate purposes and in
compliance with Section 6.05.

                  SECTION 3.09. Taxes. The Borrower and its Subsidiaries (or a
Controlling Affiliate of the Borrower which is part of the same consolidated
group as the Borrower for tax purposes) have filed all Federal and other
material tax returns and reports required to be filed, and have paid all Federal
and other material taxes, assessments, fees and other government charges levied
or imposed upon them or their properties, income or assets otherwise due and
payable, except those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in accordance
with RAP. No notice of Lien (other than a Lien that attaches before taxes with
respect to such Lien are due) has been filed or recorded. There is no proposed
tax assessment against the Borrower or any of its Subsidiaries (or any entity
within the Borrower's consolidated group for tax purposes) which would, if the
assessment were made, have a Material Adverse Effect.

                  SECTION 3.10. Financial Condition. (a) The "Consolidated
Reports of Condition and Income for a Bank with Domestic and Foreign Offices"
(FFIEC 031) (the "Consolidated Reports") of the Borrower and its Subsidiaries
dated September 30, 1996 for the fiscal quarter ended on such date:

                  (i) were prepared in accordance with RAP, consistently applied
         throughout the period covered
<PAGE>   48
                                                                              48


         thereby, including the related schedules and notes thereto, except as
         otherwise expressly noted therein;

                (ii) fairly present the financial condition of the Borrower and
         its Subsidiaries as of the date thereof and results of operations for
         the period covered thereby; and

              (iii) show all material indebtedness and other liabilities, direct
         or contingent, of the Borrower and its consolidated Subsidiaries as of
         the date thereof including liabilities for taxes, and material
         commitments, all to the extent required by RAP.

                  (b) From September 30, 1996 to the Closing Date there has been
no Material Adverse Effect.

                  SECTION 3.11. Regulated Entities. None of the Borrower, any
Person Controlling the Borrower, or any Subsidiary, is (a) an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended, or (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.

                  SECTION 3.12. Federal Reserve Regulations. (a) Neither the
Borrower nor any of the Subsidiaries is engaged principally in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.

                  (b) No part of the proceeds of any Loan will be used by the
Borrower or any of its Affiliates for any purpose which entails a violation of,
or which is inconsistent with, the provisions of the Regulations of the Board,
including Regulation G, U or X.

                  SECTION 3.13. No Material Misstatements. To the knowledge of
the Borrower, no financial statement, certificate or statement furnished on
behalf of the Borrower pursuant to Article III and Sections 5.01, 5.02, 5.03 and
5.09 delivered on or after the date hereof pursuant to any Loan Document
contains or will contain any material misstatement of fact or omits or will omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were, are or will be made, not
misleading; provided that the foregoing will not apply to information furnished
pursuant to Section 5.02(b)(iv) or to portions of the Parent's Annual Report to
Stockholders or other stockholder reports that are not incorporated in its
Annual Report on Form 10-K or other
<PAGE>   49
                                                                              49



periodic reports filed with the Securities and Exchange Commission.

                  SECTION 3.14. Environmental and Safety Matters. The Borrower
is aware of no events, conditions or circumstances involving environmental
pollution or contamination or employee health or safety that would reasonably be
expected to result in a Material Adverse Effect.


                                   ARTICLE IV

                              CONDITIONS OF LENDING

                  The obligations of the Lenders to make Loans hereunder are
subject to the satisfaction on the date of each Borrowing of the following
conditions:

                  (a) The Agent shall have received a notice of such Borrowing
         as required by Section 2.03 or Section 2.04, as applicable.

                  (b) The representations and warranties set forth in Article
         III (except the representations set forth in Section 3.05(b) or Section
         3.14) shall be true and correct in all material respects on and as of
         the date of such Borrowing with the same effect as though made on and
         as of such date, except to the extent such representations and
         warranties expressly relate to an earlier date.

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

                  (d) If the date of such Borrowing is a Coverage Date, the
         Coverage Ratio on such date shall equal or exceed 115% and the Borrower
         shall have delivered to the Agent a certificate of a Financial Officer,
         dated the date of such Borrowing, setting forth a computation, in
         reasonable detail, of such Coverage Ratio.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Borrowing as to the matters specified in
paragraphs (b)
<PAGE>   50
                                                                              50




and (c) of this Article IV.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  The Borrower covenants and agrees with each Lender that, so
long as this Agreement shall remain in effect or the principal of or interest on
any Loan, any Fees or any other expenses or amounts payable under any Loan
Document shall be unpaid, unless the Required Lenders shall otherwise consent in
writing, the Borrower will, and will cause each of the Subsidiaries to:

                  SECTION 5.01.  Financial Statements.  In the case
of the Borrower, furnish to the Agent:

                  (a) as soon as available, but not later than 120 days after
         the end of each fiscal year, a copy of the Consolidated Reports of the
         Borrower and its Subsidiaries for such fiscal year; and

                  (b) as soon as available, but not later than 60 days after the
         end of each of the first three fiscal quarters of each year, a copy of
         the Consolidated Reports of the Borrower and its Subsidiaries for such
         fiscal quarter;

in each case certified by an appropriate Responsible Officer as being the
complete and correct copies of the statements on such forms filed by the
Borrower with the OCC.
<PAGE>   51
                                                                              51



                  SECTION 5.02. Certificates; Other Information. In the case of
the Borrower, furnish to the Agent:

                  (a) concurrently with the delivery of the financial statements
         referred to in Sections 5.01(a) and (b) above, a certificate of a
         Responsible Officer (i) stating that, to such officer's knowledge, the
         Borrower, during such period, has observed, performed and fulfilled all
         of its covenants and other agreements, and satisfied every condition
         contained in the Loan Documents to be observed, performed or satisfied
         by it, and that such officer has obtained no knowledge of any Default
         or Event of Default except as specified (by applicable Section
         reference) in such certificate and (ii) showing in reasonable detail a
         calculation of (x) the Loss Ratio for the period of four fiscal
         quarters ending on the date of the latest balance sheet included in
         such financial statements, (y) Eligible Receivables as of the date of
         such balance sheet and (z) compliance with Sections 6.03 and 6.04;

                  (b) (i) promptly after the same are sent, copies of all
         financial statements and reports which the Parent sends generally to
         its shareholders in their capacities as such;

                (ii) promptly after the same are filed, copies of all financial
         statements and regular, periodic or special reports (except for the
         Form 8-K filed monthly for entities established in connection with
         Securitizations by the Parent or any of its subsidiaries) which the
         Parent may make to, or file with, the Securities and Exchange
         Commission or any successor or similar Governmental Authority, except
         for private filings which are not publicly available;

              (iii) promptly after the same are filed and to the extent not
         covered by clause (i) or (ii) above, copies of all regular, periodic
         reports that the Borrower may make to, or file with, the OCC, except
         for private filings which are not publicly available; and

                (iv) promptly, such additional public financial and other
         information as the Agent may from time to time reasonably request.

                  SECTION 5.03.  Notices.  Promptly give notice to
the Agent and each Lender of:

                  (a) the occurrence of any Default or Event of Default;
<PAGE>   52
                                                                              52



                  (b) the filing or commencement of any action, suit or
         proceeding against the Borrower or any Subsidiary whether at law or
         equity or by or before any Governmental Authority, which is reasonably
         likely to result in a Material Adverse Effect; and

                  (c) any Material Adverse Effect.

                  Each notice pursuant to this Section shall be accompanied by a
written statement by a Responsible Officer of the Borrower setting forth details
of the occurrence referred to therein, and stating what action the Borrower
proposes to take with respect thereto and at what time. Each notice under
Section 5.03(a) shall describe with particularity any and all clauses or
provisions of this Agreement that have been breached or violated.

                  SECTION 5.04. Preservation of Corporate Existence, etc. With
respect to the Borrower, at all times be a national banking association validly
existing and in good standing under the National Bank Act or a bank chartered
under the applicable banking law of any state and be an insured bank and member
bank of the Federal Deposit Insurance Corporation, under the Federal Deposit
Insurance Act, and continue (and cause each of its Significant Subsidiaries) to
preserve and maintain in full force and effect its corporate existence and good
standing under the laws of its state or jurisdiction of incorporation.

                  SECTION 5.05. Books and Records. Maintain proper books of
record and account, in which full, true and correct entries in conformity with
RAP and all Requirements of Law consistently applied shall be made of all
financial transactions and matters involving the assets and business of the
Borrower and such Subsidiaries; and permit representatives of the Agent to
discuss with representatives of the Borrower and its Significant Subsidiaries
the affairs, finances, and accounts of the Borrower and such Significant
Subsidiaries, at such times during normal business hours and as often as any of
the Lenders may reasonably request.

                  SECTION 5.06. Compliance with Regulatory Standards. At all
times comply with all applicable regulatory guidelines, policy statements,
regulations or other Requirements of Law, except to the extent such
noncompliance does not constitute a Material Adverse Effect.

                  SECTION 5.07. Payment of Obligations. Pay, discharge or
otherwise satisfy at or before maturity or
<PAGE>   53
                                                                              53



before they become delinquent, as the case may be, all its taxes and other
material obligations of whatever nature, except, without prejudice to the
effectiveness of paragraph (f) of Article VII, for any taxes or other
obligations when the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with RAP with
respect thereto have been provided on the books of the Borrower or any
Subsidiary, as the case may be.

                  SECTION 5.08. Maintenance of Insurance. Substantially keep its
insurable property insured (including pursuant to self insurance) in such
minimum amounts and against at least such risks and covering such assets and at
such levels as exist as of the Closing Date and maintain public liability
insurance policies in amounts not less than $25,000,000.

                  SECTION 5.09. Employee Benefits. (a) Comply in all respects
with the applicable provisions of ERISA and the Code where a failure to comply,
individually or in the aggregate, could result in a Material Adverse Effect and
(b) furnish to the Agent (i) as soon as possible after, and in any event within
30 days after any Financial Officer of the Borrower or any ERISA Affiliate knows
or has reason to know that, any Reportable Event has occurred that alone or
together with any other Reportable Event could reasonably be expected to result
in liability of the Borrower to the PBGC in an aggregate amount that could have
a Material Adverse Effect, a statement of a Financial Officer of the Borrower
setting forth details as to such Reportable Event and the action that the
Borrower proposes to take with respect thereto, together with a copy of the
notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after
receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate
may receive from the PBGC relating to the intention of the PBGC to terminate any
Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code) or to appoint a trustee to administer any such Plan or Plans
where any such terminations or trustee appointments could in the aggregate
result in a Material Adverse Effect and (iii) within 10 days after the due date
for filing with the PBGC pursuant to Section 412(n) of the Code a notice of
failure to make a required installment or other payment with respect to a Plan,
a statement of a Financial Officer of the Borrower setting forth details as to
such failure and the action that the Borrower proposes to take with respect
thereto, together with a copy of any such notice given to the PBGC.
<PAGE>   54
                                                                              54



                  SECTION 5.10. Capital Requirements. In the case of the
Borrower at all times maintain such minimum amounts of capital as shall from
time to time be required by, and otherwise comply with, the Capital Adequacy
Regulations.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

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

                  SECTION 6.01. Limitation on Liens. Create, incur, assume or
suffer to exist any Lien upon or with respect to any Eligible Receivables or
credit card or related plan receivables which would be Eligible Receivables but
for a failure to comply with clause (i) or (iii) of the definition of the term
"Eligible Receivables", whether now owned or hereafter acquired, provided,
however, that the foregoing shall not prohibit:

                  (i) any Securitization of Eligible Receivables other than the
Sellers' Retained Interests,

                  (ii) any Securitization of Sellers' Retained Interests, if
such Securitization qualifies for sale treatment under RAP, or

                  (iii) any Securitization of Sellers' Retained Interests which
does not qualify for sale treatment under RAP, provided, that, immediately after
giving effect to such Securitization, the Coverage Ratio equals or exceeds 115%.

                  SECTION 6.02. Prohibition of Fundamental Changes. (a) Except
with respect to Securitizations or repurchase agreements, sell, assign, lease,
convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any of its assets or properties (including accounts and notes
receivable, with or without recourse) or enter into any agreement to do any of
the foregoing, if to do so would result in a Material Adverse Effect or if
clause (c) of this Section 6.02 would be contravened thereby; provided, however,
that the foregoing shall not preclude the sale of investment securities for then
current market value.
<PAGE>   55
                                                                              55




                  (b) Merge, consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of, any Person, except:

                  (i) any Significant Subsidiary may merge with the Borrower or
any one or more Subsidiaries of the Borrower, provided that (A) if any
transaction shall be between a Significant Subsidiary and the Borrower, the
Borrower shall be the continuing or surviving corporation and (B) if any
transaction shall be between a Subsidiary and a wholly-owned Subsidiary, the
wholly-owned Subsidiary shall be the continuing or surviving corporation; and

                  (ii) any Significant Subsidiary of the Borrower may sell all
or substantially all of its assets (upon voluntary liquidation or otherwise), to
the Borrower or another Subsidiary; and

                  (iii) the Borrower or any Significant Subsidiary may merge or
consolidate with or into any other corporation, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of related
transactions), all or substantially all of the assets of the Borrower or such
Significant Subsidiary, so long as:

                           (A) in the case of any such merger or consolidation
                  involving the Borrower, clause (c) of this Section 6.02 would
                  not be contravened thereby, and either:

                                    (x) the Borrower is the surviving
                           corporation or

                                    (y) the corporation which is the surviving
                           corporation shall expressly assume the due and
                           punctual payment and performance of the obligations
                           of, and the performance of each covenant, agreement,
                           and condition of
                           this Agreement binding on, the Borrower and
                           Continuing Directors shall constitute a majority of
                           the Board of Directors of the surviving corporation,
                           after giving effect to such merger or consolidation;
                           and

                           (B) in the case of any such conveyance, transfer,
                  lease or other disposition involving the Borrower, clause (c)
                  of this Section 6.02 would not be contravened thereby, and the
                  Person to
<PAGE>   56
                                                                              56


                  which such assets of the Borrower shall be sold shall
                  expressly assume the due and punctual payment and performance
                  of the obligations of, and the performance of each covenant,
                  agreement, and condition of this Agreement binding upon, the
                  Borrower and Continuing Directors shall constitute a majority
                  of the Board of Directors of the Person to which such assets
                  of the Borrower shall be sold after giving effect to such
                  conveyance, transfer, lease, or other disposition; and

                           (C) in the case of any merger or consolidation
                  involving a Significant Subsidiary, either the surviving
                  corporation shall be a Subsidiary after giving effect to such
                  merger or consolidation or the consideration received by the
                  Borrower and its Subsidiaries in connection with such
                  transaction shall equal or exceed the fair market value of the
                  equity interests in such Significant Subsidiary disposed of by
                  the Borrower in such transaction, as reasonably determined by
                  the Board of Directors of the Borrower; and

                           (D) in the case of any such conveyance, transfer,
                  lease or other disposition involving a Significant Subsidiary,
                  the consideration received by the Borrower and its
                  Subsidiaries in connection with such transaction shall equal
                  or exceed the fair market value of the assets sold or disposed
                  of, as reasonably determined by the Board of Directors of the
                  Borrower;

provided, however, that immediately after giving effect to any transaction
referred to in clause (i), (ii) or (iii) above, no Default or Event of Default
shall have occurred and be continuing.

                  (c) In the case of the Borrower (including any successor
pursuant to this Section 6.02) and the Borrower and its Subsidiaries taken as a
whole, as a result of any transaction covered by this Section 6.02, cease to be
predominantly engaged in the credit and other similar card business, other
consumer loan business, and businesses which are related thereto or are
reasonable extensions thereof.

                  SECTION 6.03. Consolidated Tangible Net Worth. Permit
Consolidated Tangible Net Worth at any time to be less than the sum of (i)
$760,000,000, plus (ii) 40% of the Borrower's consolidated net income, if
positive, for the fiscal quarter ended December 31, 1996, plus (iii) 40% of the
Borrower's consolidated net income, if positive, for
<PAGE>   57
                                                                              57



each fiscal year that ends after December 31, 1996, plus (iv) if such date is
not the last day of a fiscal year, 40% of the Borrower's consolidated net
income, if positive, for the then elapsed portion of the current fiscal year
ending on the last day of the fiscal quarter (if any) ending on or before such
date.

                  SECTION 6.04. Past Due Receivables. Permit (x) as of the last
day of any calendar month, the aggregate amount of Managed Credit Card
Receivables that are 90 days or more past due plus (without duplication) the
aggregate amount of Managed Credit Card Receivables that are on nonaccrual
status, in each case for the Borrower and its Subsidiaries, to exceed (y) an
amount equal to 6% of the aggregate amount of Managed Credit Card Receivables as
of such day.

                  SECTION 6.05. Regulation U. In the event the proceeds of any
Loans are used to purchase or carry Margin Stock, permit at any time more than
25% of the value (determined in accordance with Regulation U) of the assets
which are subject to Section 6.01 or 6.02 to constitute Margin Stock.


                                   ARTICLE VII

                                EVENTS OF DEFAULT

                  Upon the occurrence of any of the following events ("Events of
Default"):

                  (a) default shall be made in the payment of any principal of
         any Loan when and as the same shall become due and payable, whether at
         the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise; or

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

                  (c) any representation or warranty made or deemed made by the
         Borrower herein or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with this Agreement shall prove to have been false or
         misleading in any material respect on or as of the date
<PAGE>   58
                                                                              58

         made, deemed made or furnished; or

                  (d) the Borrower shall default in the observance
         or performance of any covenant, condition or agreement
         contained in Article VI; or

                  (e) the Borrower shall default in the observance or
         performance of any other covenant, condition or agreement contained in
         any Loan Document (other than those specified in (a), (b) or (d)
         above), and such default shall continue unremedied for a period of 30
         days after notice of such default is given by the Agent or any Lender
         to the Borrower; or

                  (f) the Borrower or any Subsidiary shall (i) default in any
         payment of any amount of principal of or interest on any Indebtedness
         the aggregate principal amount of which Indebtedness is in excess of
         $25,000,000, beyond the period of grace, if any, provided in the
         instrument or agreement under which such Indebtedness was created; or
         (ii) default in the observance or performance of any other agreement or
         condition relating to any such Indebtedness (in excess of $25,000,000
         in the aggregate) or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event shall
         occur or condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders or
         beneficiary or beneficiaries of such Indebtedness (or a trustee or
         agent on behalf of such holder or holders or beneficiary or
         beneficiaries) to cause, with the giving of notice if required, such
         Indebtedness to become due prior to its stated maturity; or

                  (g) (i) the Borrower or any Significant Subsidiary shall
         commence any case, proceeding or other action (A) under any existing or
         future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, liquidation, reorganization or relief of
         debtors, seeking to have an order for relief entered with respect to
         it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment, winding-up, liquidation,
         dissolution, composition or other relief with respect to it or its
         debts, or (B) seeking appointment of a conservator, receiver, trustee,
         custodian or other similar official for it or for all or any
         substantial part of its assets, or the Borrower or any Significant
         Subsidiary shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be
<PAGE>   59
                                                                              59


         commenced against the Borrower or any Significant Subsidiary any case,
         proceeding or other action of a nature referred to in clause (i) above
         which (A) results in the entry of an order for relief or in any such
         adjudication or appointment or (B) remains undismissed or undischarged
         for a period of 60 days; or (iii) there shall be commenced against the
         Borrower or any Significant Subsidiary any case, proceeding or other
         action seeking issuance of a warrant of attachment, execution,
         distraint or similar process against all or any substantial part of its
         assets which results in the entry of an order for any such result which
         shall not have been vacated, discharged or stayed within 60 days from
         the entry thereof; or (iv) the Borrower or any Significant Subsidiary
         shall take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii) or (iii) above;

                  (h) (i) a Reportable Event or Reportable Events, or a failure
         to make a required installment or other payment (within the meaning of
         Section 412(n)(1) of the Code), shall have occurred with respect to any
         Plan or Plans that could result in liability of the Borrower to the
         PBGC or to any Plan or Plans that could reasonably result in a Material
         Adverse Effect and, within 30 days after the reporting of any such
         Reportable Event to the Agent or after the receipt by the Agent of a
         statement required pursuant to Section 5.09(b)(iii), the Agent shall
         have notified the Borrower in writing that (A) the Required Lenders
         have made a determination that, on the basis of such Reportable Event
         or Reportable Events or the failure to make a required payment, there
         are reasonable grounds for the termination of such Plan or Plans by the
         PBGC, the appointment by the appropriate United States district court
         of a trustee to administer such Plan or Plans or the imposition of a
         lien in favor of a Plan and (B) as a result thereof an Event of Default
         exists hereunder; or (ii) a trustee shall be appointed by a United
         States district court to administer any such Plan or Plans and such
         appointment could reasonably result in a Material Adverse Effect; or
         (iii) the PBGC shall institute proceedings (including giving notice of
         intent thereof) to terminate any such Plan or Plans and such
         termination could reasonably result in a Material Adverse Effect; or

                  (i) one or more final judgments or decrees shall be entered
         against the Borrower or any Significant Subsidiary involving in the
         aggregate a liability (not
<PAGE>   60
                                                                              60


         paid or fully covered by insurance) of $25,000,000 or more and all such
         judgments or decrees shall not have been vacated, discharged or stayed
         within 30 days from entry thereof; or

                  (j) the Comptroller of the Currency shall, pursuant to 12
         U.S.C. Section 55 or any successor statute, notify the Borrower that
         its capital stock has become impaired; or the Borrower shall cease to
         be an insured bank under the Federal Deposit Insurance Act, as amended,
         and the rules and regulations promulgated thereunder; or

                  (k) the Borrower shall be required (whether or not the time
         allowed by the appropriate federal Bank Regulatory Authority for the
         submission of such plan has been established or elapsed) to submit a
         capital restoration plan of the type referred to in 12 U.S.C. Section
         1831o(b)(2)(C), as amended, reenacted or redesignated from time to
         time;

then, and in any such event, (a) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (g) above with respect to the Borrower, the
Commitments shall immediately and automatically terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under any
Loan Document shall immediately become due and payable, and (b) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Agent may, or upon the
request of the Required Lenders, the Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders,
the Agent may, or upon the request of the Required Lenders, the Agent shall,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under the Loan Documents to be due and payable forthwith,
whereupon the same shall immediately become due and payable, in the case of each
of (a) and (b), without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived notwithstanding anything
contained herein or in any other Loan Document.
<PAGE>   61
                                                                              61



                                  ARTICLE VIII

                                    THE AGENT

                  In order to expedite the transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to act as Agent on
behalf of the Lenders. Each of the Lenders hereby irrevocably authorizes the
Agent to take such actions on behalf of such Lender or holder and to exercise
such powers as are specifically delegated to the Agent by the terms and
provisions hereof, together with such actions and powers as are reasonably
incidental thereto. The Agent is hereby expressly authorized by the Lenders,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders all payments of principal of and interest on the Loans and all other
amounts due to the Lenders hereunder, and promptly to distribute to each Lender
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Borrower of any Event of Default of which the Agent
has actual knowledge acquired in connection with its agency hereunder; and (c)
to distribute to each Lender copies of all notices, financial statements and
other materials delivered by the Borrower pursuant to this Agreement as received
by the Agent.

                  Neither the Agent nor any of its directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his or her own gross negligence or willful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower of any of the terms, conditions, covenants or
agreements contained in this Agreement. The Agent shall not be responsible to
the Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or other such instruments or agreements. The
Agent may deem and treat the Lender which makes any Loan as the holder of the
indebtedness resulting therefrom for all purposes hereof until it shall have
received notice from such Lender, given as provided herein, of the transfer
thereof. The Agent shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. The Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good
<PAGE>   62
                                                                              62


faith to be genuine and correct and to have been signed or sent by the proper
person or persons. Neither the Agent nor any of its directors, officers,
employees or agents shall have any responsibility to the Borrower on account of
the failure of or delay in performance or breach by any Lender of any of its
obligations hereunder or to any Lender on account of the failure of or delay in
performance or breach by any other Lender or the Borrower of any of their
respective obligations hereunder or in connection herewith.
 The Agent may execute any and all duties hereunder by or through agents or
employees and shall be entitled to rely upon the advice of legal counsel
selected by it with respect to all matters arising hereunder and shall not be
liable for any action taken or suffered in good faith by it in accordance with
the advice of such counsel.

                  The Lenders hereby acknowledge that the Agent shall be under
no duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement unless it shall be requested in writing to do
so by the Required Lenders.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, the Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor Agent acceptable to the Borrower. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent shall, on behalf of the Lenders, appoint a
successor Agent which shall be a bank with an office in New York, New York,
having a combined capital and surplus of at least $500,000,000 reasonably
acceptable to the Borrower. Upon the acceptance of any appointment as Agent
hereunder by a successor bank, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Agent and the
retiring Agent shall be discharged from its duties and obligations hereunder.
After the Agent's resignation, the provisions of this Article 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 Agent.

                  With respect to the Loans made by it hereunder, the Agent in
its individual capacity and not as Agent shall have the same rights and powers
as any other Lender and may exercise the same as though it were not the Agent,
and the Agent and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as
<PAGE>   63
                                                                              63


if it were not the Agent.

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

                  Each Lender acknowledges that it has, independently and
without reliance upon the 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 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 or any related agreement or any document
furnished hereunder or thereunder. The Co-Syndication Agents, the Co-Arrangers
and the Co-Agents, in their capacities as such, shall have no duties or
responsibilities, and shall incur no liabilities, under this Agreement.
<PAGE>   64
                                                                              64


                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Notices. Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telecopy as follows:

                  (a) if to the Borrower, to it at MBNA America Bank, N.A., 400
         Christiana Road, Newark, DE 19713, Attention of Vernon H. C. Wright
         (Telecopy No. 302-456-8348) and Treasury Operations (Telecopy No.
         302-456-8545);

                  (b) if to the Agent, to it at One Chase Manhattan Plaza, New
         York, New York 10081, Attention of Debra Mitchell, Loan and Agency
         Services Group, 8th Floor (Telecopy No. 212-552-5642); and

                  (c) if to a Lender, to it at its address (or telecopy number)
         set forth in the Administrative Questionnaire delivered to the Agent by
         such Lender in connection with the execution of this Agreement or in
         the Assignment and Acceptance pursuant to which such Lender shall have
         become a party hereto or at such other address as shall be specified in
         writing by such Lender to the Agent from time to time.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy, or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

                  SECTION 9.02. Survival of Agreement. All covenants,
agreements, representations and warranties made by the Borrower herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the Lenders
of the Loans, regardless of any investigation made by the Lenders or on their
behalf, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any Fee or any other amount payable under
this Agreement
<PAGE>   65
                                                                              65


or any other Loan Document is outstanding and unpaid and so long as the
Commitments have not been terminated.

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

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

                  (b) Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an assignment to a Lender or
an Affiliate of a Lender (other than any such Affiliate substantially all the
business of which is a credit card business), the Borrower and the Agent must
give their prior written consent to such assignment (which consent shall not be
unreasonably withheld), (ii) each such assignment shall be of a constant, and
not a varying, percentage of all the assigning Lender's rights and obligations
under this Agreement, (iii) 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 Agent) shall not
be less than $5,000,000 and the amount of the Commitment of such Lender
remaining after such assignment shall not be less than $5,000,000 or shall be
zero, (iv) the parties to each such assignment shall execute and deliver to the
Agent an Assignment and Acceptance, and a processing and recordation fee of
$2,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the
Agent an Administrative Questionnaire. Upon acceptance by the Agent of any such
Assignment and Acceptance, from and after the effective date specified in such
Assignment and Acceptance, which effective date shall be at least five Business
Days after the execution thereof, (A) the assignee
<PAGE>   66
                                                                              66


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, (B) 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 or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto (but shall continue to be entitled to the benefits of Sections 2.13,
2.15, 2.19 and 9.05, as well as to any Fees accrued for its account hereunder
and not yet paid)) and (C) Schedule 2.01 shall be deemed amended to give effect
to the assignment effected thereby. Notwithstanding the foregoing, any Lender
assigning its rights and obligations under this Agreement may retain any
Competitive Loans made by it outstanding at such time, and in such case shall
retain its rights hereunder in respect of any Loans so retained until such Loans
have been repaid in full in accordance with this Agreement.

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim created
by it, (ii) except as set forth in (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other instrument or document furnished pursuant hereto, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other instrument or document furnished pursuant hereto
or the financial condition of the Borrower or the performance or observance by
the Borrower of any obligations under this Agreement or any other instrument or
document furnished pursuant hereto; (iii) such assignee represents and warrants
that it is legally authorized to enter into such Assignment and Acceptance; (iv)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the most recent financial statements delivered pursuant to
Section 5.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (v) such assignee will independently and without
reliance upon the Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at
<PAGE>   67
                                                                              67


the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms all the obligations
which by the terms of this Agreement are required to be performed by it as a
Lender.

                  (d) The Agent 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 the 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 in the absence of manifest error and the
Borrower, the 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. The Register shall be available for inspection by
each party hereto, at any reasonable time and from time to time upon reasonable
prior notice.

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee together with an
Administrative Questionnaire completed in respect of the assignee (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) above and, if required, the written consent of
the Borrower to such assignment, the Agent shall (i) accept such Assignment and
Acceptance and (ii) record the information contained therein in the Register.

                  (f) Each Lender may sell participations to one or more banks
or other entities in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided, however, 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, (iii) each
participating bank or other entity shall be entitled to the benefit of the cost
protection provisions contained in Sections 2.13, 2.14, 2.15 and 2.19 to the
same extent as if it were the selling Lender (and limited to the amount that
could have been claimed by the selling Lender had it continued to hold the
interest of such participating bank or
<PAGE>   68
                                                                              68


other entity), except that all claims made pursuant to such Sections shall be
made through such selling Lender, and (iv) the Borrower, the Agent and the other
Lenders shall continue to deal solely and directly with such selling Lender in
connection with such Lender's rights and obligations under this Agreement, and
such Lender shall retain the sole right to enforce the obligations of the
Borrower relating to the Loans and to approve, without the consent of or
consultation with any participant, any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications or waivers
which would decrease the Fees payable hereunder or increase the amount of
principal of or decrease the rate at which interest is payable on the Loans, or
extend the dates fixed for payments of principal of or interest on the Loans or
Fees).

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

                  (h) The Borrower shall not assign or delegate any rights and
duties hereunder without the prior written consent of all Lenders.

                  (i) Any Lender may at any time pledge all or any portion of
its rights under this Agreement to a Federal Reserve Bank without the consent of
the Agent or the Borrower; provided that no such pledge shall release any Lender
from its obligations hereunder or substitute any such Federal Reserve Bank for
such Lender as a party hereto. In order to facilitate such an assignment to a
Federal Reserve Bank, the Borrower shall, at the request of the assigning
Lender, duly execute and deliver to the assigning Lender a promissory note or
notes evidencing the Loans made to the Borrower by the assigning Lender
hereunder.

                  SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to
pay all reasonable out-of-pocket expenses incurred by the Agent in connection
with the preparation, negotiation, execution and delivery of this Agreement or
any amendments, modifications or waivers of the provisions hereof, or incurred
by the Agent or any Lender in connection with the enforcement or protection of
their rights in
<PAGE>   69
                                                                              69


connection with this Agreement or any other Loan Document or in connection with
the Loans made hereunder, including the reasonable fees and disbursements of
counsel for the Agent and an additional counsel for the other Lenders
(including, the reasonable allocated costs of in-house counsel) and, in
addition, fees and disbursements of appropriate local counsel.

                  (b) The Borrower agrees to indemnify the Agent, each Lender,
each of their Affiliates and the directors, officers, employees and agents of
the foregoing (each such Person being called an "Indemnitee") against, and to
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees and expenses
(including the reasonable allocated costs of in-house counsel), incurred by or
asserted against any Indemnitee arising out of (i) the execution or delivery of
this Agreement or any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto or thereto
of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) the use of the proceeds of
the Loans or (iii) any claim, litigation, investigation or proceeding relating
to any of the foregoing, whether or not any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are finally determined by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee or arose as a
result of a dispute between the Agent or any of the Lenders or any litigation
brought by any securityholder of the Agent or the Lenders in its capacity as
such.

                  (c) The provisions of this Section and of Sections 2.13(b),
2.13(c), 2.13(d), 2.13(e) and 2.15 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any investigation made by or on behalf of the Agent or any Lender.
All amounts due under this Section shall be payable on written demand therefor.

                  SECTION 9.06. APPLICABLE LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 9.07. Waivers; Amendment. (a) No
<PAGE>   70
                                                                              70


failure or delay of the Agent or any Lender in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies which they would otherwise have. No waiver of any provision
of this Agreement or consent to any departure therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or demand on the Borrower or any
Subsidiary in any case shall entitle such party to any other or further notice
or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal payment date or date for the
payment of any interest on any Loan, or waive or excuse any such payment or any
part thereof, or decrease the rate of interest on any Loan, without the prior
written consent of each Lender affected thereby, (ii) increase or extend the
duration of the Commitment or decrease the amount or extend the date of payment
of the Facility Fee of any Lender without the prior written consent of such
Lender, or (iii) amend or modify the provisions of Section 2.11(d), 2.16 or
9.04(h), the provisions of this Section or the definition of "Required Lenders",
in each case without the prior written consent of each Lender; provided further,
however, that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Agent hereunder without the prior written consent of the
Agent. Each Lender shall be bound by any waiver, amendment or modification
authorized by this Section and any consent by any Lender pursuant to this
Section shall bind any prospective assignee or participant of its rights and
interests hereunder.

                  SECTION 9.08. Entire Agreement. This Agreement constitutes the
entire contract among the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement. Nothing in this Agreement, expressed or
implied, is intended to confer upon any party other than the parties hereto any
rights, remedies,
<PAGE>   71
                                                                              71


obligations or liabilities under or by reason of this Agreement.

                  SECTION 9.09. Severability. In the event any one or more of
the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

                  SECTION 9.10. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.

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

                  SECTION 9.12. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Loans shall have been accelerated
pursuant to Article VII, each Lender 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 the Borrower against any and all the obligations of
the Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. Each Lender agrees
promptly to notify the Borrower after such setoff and application made by such
Lender, but the failure to give such notice shall not affect the validity of
such setoff and application. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which such Lender may have.

                  SECTION 9.13. Jurisdiction; Consent to Service of Process. (a)
The Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
<PAGE>   72
                                                                              72



Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably 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.
 Subject to the foregoing and to paragraph (b) below, nothing in this Agreement
shall affect any right that any party hereto may otherwise have to bring any
action or proceeding relating to this Agreement against any other party hereto
in the courts of any jurisdiction.

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

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.
<PAGE>   73
                                                                              73


                  SECTION 9.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. 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 OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION.

                  SECTION 9.15 Confidentiality. Each Lender agrees (a) to keep
confidential any written or oral information (i) provided to it by or on behalf
of the Borrower or any of its Subsidiaries pursuant to or in connection with
this Agreement or (ii) obtained by such Lender based on a review of the books
and records of the Borrower or any of its Subsidiaries and (b) to use such
information on its own behalf solely in connection with such Lender's
administration of its Commitment and Loans; provided that nothing herein shall
prevent any Lender from disclosing any such information (i) to the Agent or any
other Lender, (ii) to any prospective transferee which agrees to comply with the
provisions of this Section and, in the case of a prospective assignee, the
Borrower shall have consented to such prospective assignment pursuant to Section
9.04(b), (iii) to its employees, directors, agents, attorneys, accountants and
other professional advisors, (iv) to such of the officers, directors, employees,
agents, independent auditors and representatives of such Lender or any of its
Affiliates as need to know such information in connection with such Lender's
administration of its Commitment and Loans (provided such persons referred to in
the foregoing clauses (b)(i), (ii), (iii) and (iv) are informed of the
confidential nature of the information and the restrictions imposed by this
subsection), (v) upon the request or demand of any Governmental Authority having
jurisdiction over such
<PAGE>   74
                                                                              74


Lender, (vi) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law or
(vii) to the extent necessary or advisable in connection with any suit, action
or proceeding in connection with the enforcement of rights hereunder, provided
that such Lender shall give the Borrower prior notification of such disclosure
to the extent the Borrower is not a party to such proceeding.


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


                                            MBNA AMERICA BANK, N.A.,

                                             by   
                                               /s/ Thomas D. Wren
                                               --------------------
                                               Name:  Thomas D. Wren
                                               Title: Senior Executive
                                                      Vice President and
                                                      Treasurer


                                            THE CHASE MANHATTAN BANK,
                                            individually and as Agent,

                                             by
                                               /s/ Roger A. Parker
                                               ----------------------
                                               Name:  Roger A. Parker
                                               Title: Vice President
<PAGE>   75
                                                                              75


                                            BANK OF AMERICA NATIONAL TRUST
                                            AND SAVINGS ASSOCIATION,
                                            individually and as Co-
                                            Syndication Agent,

                                             by
                                              /s/ Charlene A. Davidson
                                              ------------------------
                                              Name: Charlene A. Davidson
                                              Title: Managing Director


                                            MORGAN GUARANTY TRUST COMPANY
                                            OF NEW YORK, individually and
                                            as Co-Syndication Agent,

                                             by
                                               /s/ James Dwyer
                                               -----------------------
                                               Name:  James Dwyer
                                               Title: Vice President


                                             THE BANK OF NEW YORK,
                                             individually and as Co-
                                             Arranger,

                                             by
                                               /s/ David C. Dobbins
                                               -----------------------
                                               Name:  David C. Dobbins
                                               Title: Vice President


                                            BARCLAYS BANK PLC,
                                            individually and as Co-
                                            Arranger,

                                             by
                                               /s/ Karen M. Wagner
                                               -----------------------
                                               Name:  Karen M. Wagner
                                               Title: Associate Director
<PAGE>   76
                                                                              76


                                            DEUTSCHE BANK AG, NEW YORK
                                            AND/OR CAYMAN ISLAND BRANCHES,
                                            individually and as Co-
                                            Arranger,

                                             by
                                              /s/ Gayma Z. Shivnarain
                                              -------------------------
                                              Name: Gayma Z. Shivnarain
                                              Title: Vice President


                                             by
                                               /s/ Dale F. Oberst
                                               -----------------------
                                               Name:  Dale F. Oberst
                                               Title: Associate


                                            NATIONSBANK OF TEXAS, N.A.,
                                            individually and as Co-
                                            Arranger,

                                             by
                                               /s/ Kate Galletly
                                               -----------------------
                                               Name:  Kate Galletly
                                               Title: Senior Vice
                                                   President


                                            ABN AMRO BANK N.V. NEW YORK
                                            BRANCH, individually and as
                                            Co-Agent,

                                             by
                                               /s/ Victor J. Fennon
                                               -----------------------
                                               Name:  Victor J. Fennon
                                               Title: Vice President

                                             by
                                               /s/ David W. Eastep
                                               -----------------------
                                               Name:  David W. Eastep
                                               Title: Assistant Vice
                                                     President


                                            CAISSE NATIONALE DE CREDIT
                                            AGRICOLE,

                                             by
                                              /s/ Katherine L. Abbott
                                               -----------------------
                                              Name: Katherine L. Abbott
                                              Title: First Vice President
<PAGE>   77
                                                                              77


                                            CIBC, INC., individually and
                                            as Co-Agent,

                                             by
                                               /s/ Gerald Girardi
                                               ---------------------------------
                                               Name:  Gerald Girardi
                                               Title: Director, CIBC Wood
                                                      Gundy Securities
                                                      Corp. as Agent


                                            COMMERZBANK
                                            AKTIENGESELLSCHAFT,
                                            individually and as Co-Agent,

                                             by
                                               /s/ Juergen Schmieding
                                               Name:  Juergen Schmieding
                                               Title: Vice President


                                             by
                                               /s/ Andrew R. Campbell
                                               Name:  Andrew R. Campbell
                                               Title: Assistant Treasurer


                                            CREDIT LYONNAIS NEW YORK
                                            BRANCH, individually and as
                                            Co-Agent,

                                             by
                                               /s/ Renaud d'Herbes
                                               ------------------------------
                                               Name:  Renaud d'Herbes
                                               Title: Senior Vice
                                                      President


                                            CREDIT LYONNAIS CAYMAN ISLAND
                                            BRANCH, individually and as
                                            Co-Agent,

                                             by
                                               -----------------------------
                                               Name:
                                               Title:
<PAGE>   78
                                                                              78




                                            THE FIRST NATIONAL BANK OF
                                            CHICAGO, individually and as
                                            Co-Agent,

                                             by
                                              /s/ Robert E. O'Connell
                                              ------------------------------
                                               Name:  Robert E. O'Connell
                                               Title: Authorized Agent
                                                  Vice President


                                             LLOYDS BANK, PLC, individually
                                             and as Co-Agent,

                                             by
                                               /s/ Theodore R. Walser
                                              ------------------------------
                                               Name:  Theodore R. Walser
                                               Title: Senior Vice
                                                      President

                                             by
                                               /s/ Stephen J. Attree
                                              ------------------------------
                                               Name:  Stephen J. Attree
                                               Title: Assistant Vice
                                                      President


                                            BANK OF TOYKO-MITSUBISHI TRUST
                                            COMPANY, individually and as
                                            Co-Agent,

                                             by
                                                /s/ J. Bruce Meredith
                                              ------------------------------
                                               Name:  J. Bruce Meredith
                                               Title: Senior Vice
                                                      President and
                                                      Manager


                                            THE NORINCHUKIN BANK,
                                            individually and as Co-Agent,

                                             by
                                               /s/ Ichiro Uchida
                                              ------------------------------
                                               Name:  Ichiro Uchida
                                               Title: Joint General
                                                      Manager
<PAGE>   79
                                                                              79


                                            SOCIETE GENERALE, individually and
                                            as Co-Agent,

                                            by
                                              /s/ Emilio L. Martinez 
                                              ---------------------------------
                                              Name: Emilio L. Martinez
                                              Title: Vice President


                                            UNION BANK OF SWITZERLAND, NEW
                                            YORK BRANCH, individually and
                                            as Co-Agent,

                                             by
                                               /s/ Didier Magloire
                                              ---------------------------------
                                               Name:  Didier Magloire
                                               Title: Vice President

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


                                            THE BANK OF NOVA SCOTIA,

                                             by
                                               /s/ Paul A. Schultz
                                              ---------------------------------
                                               Name:   Paul A. Schultz
                                               Title:  Vice President


                                            BANKERS TRUST COMPANY,

                                             by
                                               /s/ Cynthia Berge-O'Keeffe
                                              ---------------------------------
                                               Name:  Cynthia Berge-
                                                      O'Keeffe
                                               Title: Managing Director
<PAGE>   80
                                                                              80



                                            BAYERISCHE LANDESBANK CAYMAN 
                                            ISLANDS BRANCH,
                                            

                                             by
                                               /s/ Wilfried Freudenberger
                                               --------------------------
                                               Name:   Wilfried
                                                       Freudenberger
                                               Title:  Executive Vice
                                                       President and
                                                       General Manager

                                             by
                                               /s/ Peter Obermann
                                               --------------------------
                                               Name:  Peter Obermann
                                               Title: Senior Vice
                                                      President Manager
                                                      Lending Division


                                            BAYERISCHE VEREINSBANK AG
                                            NEW YORK BRANCH,

                                             by
                                               /s/ David McCollum
                                               --------------------------
                                               Name:  David McCollum
                                               Title: Vice President

                                             by
                                               /s/ Mark Sadok
                                               --------------------------
                                               Name:  Mark Sadok
                                               Title: Vice President


                                            CORESTATES BANK, N.A.,

                                             by
                                               /s/ Ward S. Johnson
                                               --------------------------
                                               Name:  Ward S. Johnson
                                               Title: Vice President
<PAGE>   81
                                                                              81


                                            CREDIT SUISSE,

                                             by
                                               /s/ Bruce T. Miller
                                               --------------------------
                                               Name:   Bruce T. Miller
                                               Title:  Member of Senior
                                                       Management

                                             by
                                               /s/ Jay Chall
                                               --------------------------
                                               Name:   Jay Chall
                                               Title:  Director


                                            THE DAI-ICHI KANGYO BANK,
                                            LIMITED, CHICAGO BRANCH,

                                             by
                                               /s/ Seiichiro Ino
                                               --------------------------
                                               Name:   Seiichiro Ino
                                               Title:  Vice President


                                            DEN DANSKE BANK,

                                             by
                                               /s/ Sonia Kataria
                                               --------------------------
                                               Name:   Sonia Kataria
                                               Title:  Vice President


                                            DG BANK DEUTSCHE
                                            GENOSSENSCHAFTSBANK,

                                             by
                                              /s/ Bruce Ritz
                                               --------------------------
                                               Name:  Bruce Ritz
                                               Title: Vice President

                                             by
                                               /s/ Karen A. Brinkman
                                               --------------------------
                                               Name:  Karen A. Brinkman
                                               Title: Vice President
<PAGE>   82
                                                                              82


                                            DRESDNER BANK AG,

                                             by
                                               /s/ Jonathan J. Wallin
                                               --------------------------
                                               Name:  Jonathan J. Wallin
                                               Title: Assistant Vice
                                                      President

                                             by
                                               /s/ Richard G. Reilly
                                               --------------------------
                                               Name:  Richard G. Reilly
                                               Title: Vice President


                                            FIRST NATIONAL BANK OF
                                            MARYLAND,

                                             by
                                               /s/ Marion I. Knott
                                               --------------------------
                                               Name:  Marion I. Knott
                                               Title: Vice President


                                            THE FUJI BANK LIMITED,

                                             by
                                              /s/ Masanobu Kobayashi
                                               --------------------------
                                               Name:  Masanobu Kobayashi
                                               Title: Vice President and
                                                      Manager


                                            THE INDUSTRIAL BANK OF JAPAN
                                            LIMITED,

                                             by
                                               /s/ Masahiro Ito
                                               --------------------------
                                               Name:  Masahiro Ito
                                               Title: Senior Vice
                                                      President


                                            KREDIETBANK N.V.,

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

                                             by
                                               /s/ Patrick J. Owens
                                               --------------------------
                                               Name:  Patrick J. Owens
                                               Title: Vice President
<PAGE>   83
                                                                              83


                                            MELLON BANK, N.A.,

                                             by
                                               /s/ Gilbert B. Mateer
                                               --------------------------
                                               Name:  Gilbert B. Mateer
                                               Title: Vice President


                                            BANK OF MONTREAL,

                                             by
                                               /s/ Inba Ponnusamy
                                               --------------------------
                                               Name:  Inba Ponnusamy
                                               Title: Director


                                            BANCA MONTE DEI PASCHI DI
                                            SIENA, SPA,

                                             by
                                               /s/ G. Natalicchi
                                               --------------------------
                                               Name:  G. Natalicchi
                                               Title: Senior Vice
                                                      President and
                                                      General Manager

                                             by
                                               /s/ Brian R. Landy
                                               --------------------------
                                               Name:  Brian R. Landy
                                               Title: Vice President


                                            THE NORTHERN TRUST COMPANY,

                                             by
                                               /s/ James F. T. Monhart
                                               --------------------------
                                               Name:  James F. T. Monhart
                                               Title: Vice President


                                            PNC BANK, N.A.,

                                             by
                                               /s/ Emery D. Holloway
                                               --------------------------
                                               Name:  Emery D. Holloway
                                               Title: Vice President
<PAGE>   84
                                                                              84


                                            ROYAL BANK OF CANADA,

                                             by
                                               /s/ John F. Hopper
                                               --------------------------
                                               Name:  John F. Hopper
                                               Title: Manager

                                            ROYAL BANK OF SCOTLAND, PLC,

                                             by
                                               /s/ Derek Bonnar
                                               --------------------------
                                               Name:  Derek Bonnar
                                               Title: Vice President


                                            THE SAKURA BANK, LIMITED,

                                             by
                                               /s/ Yasumasa Kikuchi
                                               --------------------------
                                               Name:  Yasumasa Kikuchi
                                               Title: Senior Vice
                                                      President


                                            THE SANWA BANK LIMITED,

                                             by
                                               /s/ Frank Dattalo
                                               --------------------------
                                               Name:  Frank Dattalo
                                               Title: Assistant Vice
                                                      President


                                            THE SUMITOMO BANK, LIMITED,
                                            NEW YORK BRANCH,

                                             by
                                               /s/ Yoshinori Kawamura
                                               --------------------------
                                               Name:  Yoshinori Kawamura
                                               Title: Joint General
                                                      Manager
<PAGE>   85
                                                                              85


                                            WESTDEUTSCHE LANDESBANK
                                            GIROZENTRALE, NEW YORK AND CAYMAN
                                            ISLAND BRANCHES,

                                             by
                                               /s/ Lillian Tung Lum
                                               --------------------------
                                               Name:   Lillian Tung Lum
                                               Title:  Vice President

                                             by
                                               /s/ Laura Spichiger
                                               --------------------------
                                               Name:  Laura Spichiger
                                               Title: Associate


                                            THE YASUDA TRUST AND BANKING
                                            COMPANY, LIMITED,

                                             by
                                              /s/ Rohn Laudenschlager
                                               --------------------------
                                               Name:  Rohn Laudenschlager
                                               Title: Senior Vice
                                                      President
<PAGE>   86
                                                                    EXHIBIT A TO
                                                             AMENDMENT AGREEMENT



                              AMENDED AND RESTATED
                             COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT




                          Dated as of January 15, 1997



                                      Among


                            MBNA AMERICA BANK, N.A.,

                            THE LENDERS NAMED HEREIN,


                                       and


                       THE CHASE MANHATTAN BANK, as Agent
<PAGE>   87
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article               Section                                                                   Page
-------               -------                                                                   ----
<S>           <C>     <C>                                                                       <C>
                I.    DEFINITIONS


                      1.01  Defined Terms ...................................................      1
                      1.02  Terms Generally..................................................     20
                      1.03  Accounting Terms.................................................     20


               II.    THE CREDITS


                      2.01  Commitments .....................................................     21
                      2.02  Loans ...........................................................     22
                      2.03  Competitive Bid Procedure                                             23
                      2.04  Revolving Credit Borrowing
                              Procedure .....................................................     26
                      2.05  Conversion and Continuation
                              of Revolving Credit Borrowings ................................     27
                      2.06  Fees ............................................................     29
                      2.07  Repayment of Loans; Evidence
                              of Debt .......................................................     30
                      2.08  Interest on Loans ...............................................     31
                      2.09  Default Interest ................................................     32
                      2.10  Alternate Rate of Interest ......................................     32
                      2.11  Termination, Reduction and
                              Extension of Commitments.......................................     33
                      2.12  Prepayment ......................................................     35
                      2.13  Reserve Requirements; Change in
                              Circumstances .................................................     36
                      2.14  Change in Legality...............................................     38
                      2.15  Indemnity .......................................................     39
                      2.16  Pro Rata Treatment...............................................     40
                      2.17  Sharing of Setoffs...............................................     41
                      2.18  Payments.........................................................     42
                      2.19  Taxes............................................................     42
                      2.20  Duty to Mitigate; Assignment of  Commitments Under Certain
                              Circumstances .................................................     46

              III.    REPRESENTATIONS AND WARRANTIES


                      3.01  Corporate Existence and Power ...................................     47
                      3.02  Corporate Authorization;
                              No Contravention ..............................................     48
                      3.03  Governmental Authorization.......................................     48
                      3.04  Binding Effect ..................................................     48
</TABLE>
<PAGE>   88
<TABLE>
<CAPTION>
Article               Section                                                        Page
-------               -------                                                        ----
<S>           <C>     <C>                                                            <C>
                      3.05  Litigation .......................................        49
                      3.06  No Default  ......................................        49
                      3.07  Employee Benefit Plans............................        49
                      3.08  Use of Proceeds ..................................        50
                      3.09  Taxes ............................................        50
                      3.10  Financial Condition...............................        50
                      3.11  Regulated Entities................................        51
                      3.12  Federal Reserve Regulations.......................        51
                      3.13  No Material Misstatements.........................        51
                      3.14  Environmental and Safety Matters..................        52


               IV.    CONDITIONS OF LENDING...................................        52


                V.    AFFIRMATIVE COVENANTS


                      5.01  Financial Statements..............................        53
                      5.02  Certificates; Other
                              Information ....................................        53
                      5.03  Notices...........................................        54
                      5.04  Preservation of Corporate
                              Existence, etc..................................        55
                      5.05  Books and Records.................................        55
                      5.06  Compliance with Regulatory                                55
                              Standards.......................................
                      5.07  Payment of Obligations............................        55
                      5.08  Maintenance of Insurance..........................        56
                      5.09  Employee Benefits.................................        56
                      5.10  Capital Requirements..............................        56


               VI.    NEGATIVE COVENANTS


                      6.01  Limitation on Liens...............................        57
                      6.02  Prohibition of Fundamental
                              Changes.........................................        57
                      6.03  Consolidated Tangible
                              Net Worth.......................................

                                                                                      60
                      6.04  Past Due Receivables..............................        60
                      6.05  Regulation U......................................        60


              VII.    EVENTS OF DEFAULT ......................................        60


             VIII.    THE AGENT ..............................................        64


               IX.    MISCELLANEOUS


                      9.01  Notices...........................................        67
                      9.02  Survival of Agreement.............................        68
</TABLE>
<PAGE>   89
<TABLE>
<CAPTION>
Article               Section                                                  Page 
-------               -------                                                  ----
<S>           <C>     <C>                                                      <C>
                      9.03  Binding Effect....................................  68
                      9.04  Successors and Assigns............................  68
                      9.05  Expenses; Indemnity...............................  72
                      9.06  Applicable Law....................................  73
                      9.07  Waivers; Amendment................................  73
                      9.08  Entire Agreement..................................  74
                      9.09  Severability......................................  74
                      9.10  Counterparts......................................  75
                      9.11  Headings..........................................  75
                      9.12  Right of Setoff...................................  75
                      9.13  Jurisdiction; Consent to Service
                              of Process .....................................  75
                      9.14  Waiver of Jury Trial..............................  76
                      9.15  Confidentiality ..................................  76
</TABLE>




Exhibits
--------

Exhibit A-1           Form of Competitive Bid Request
Exhibit A-2           Form of Notice of Competitive Bid Request
Exhibit A-3           Form of Competitive Bid
Exhibit A-4           Form of Competitive Bid Accept/Reject Letter
Exhibit A-5           Form of Revolving Credit Request
Exhibit B             Form of Administrative Questionnaire
Exhibit C             Form of Assignment and Acceptance



Schedules
---------

Schedule 2.01         Lenders and Commitments


<PAGE>   90
                                                                   Schedule 2.01


                                MBNA ALLOCATIONS

Lender                                                                Commitment
------                                                                ----------

The Chase Manhattan Bank                                             $80,000,000

Bank of America NT&SA                                                 70,000,000
Morgan Guaranty Trust Company of New York                             70,000,000

The Bank of New York                                                  65,000,000
Barclays Bank PLC                                                     65,000,000
Commerzbank AG                                                        65,000,000
Deutsche Bank AG                                                      65,000,000
Lloyds Bank Plc                                                       65,000,000
NationsBank                                                           65,000,000

ABN AMRO Bank N.V                                                     60,000,000
Bank of Tokyo - Mitsubishi Trust Company                              60,000,000
CIBC, Inc.                                                            60,000,000
Credit Lyonnais                                                       60,000,000
The First National Bank of Chicago                                    60,000,000
The Norinchukin Bank                                                  60,000,000
Societe Generale                                                      60,000,000
Union Bank of Switzerland                                             60,000,000

The Sakura Bank, Limited                                              50,000,000
The Sumitomo Bank, Limited                                            50,000,000
Westdeutsche Landesbank Girozentrale                                  50,000,000
Bankers Trust Company                                                 45,000,000
Caisse Nationale de Credit Agricole                                   45,000,000
Dresdner Bank AG                                                      45,000,000
The Industrial Bank of Japan, Limited                                 45,000,000
Mellon Bank, N.A                                                      40,000,000
The Royal Bank of Scotland plc                                        40,000,000
Bayerische Landesbank                                                 35,000,000
<PAGE>   91
Lender                                                                Commitment
------                                                                ----------

The Dai-Ichi Kangyo Bank, Ltd.                                        35,000,000
DG Bank                                                               35,000,000
The First National Bank of Maryland                                   35,000,000
The Fuji Bank, Limited                                                35,000,000
Kredietbank NV                                                        35,000,000
The Yasuda Trust & Banking Co., Ltd.                                  35,000,000
Banca Monte dei Paschi di Siena SpA                                   25,000,000
Bank of Montreal                                                      25,000,000
Bayerische Vereinsbank AG                                             25,000,000
CoreStates Bank, N.A                                                  25,000,000
Credit Suisse                                                         25,000,000
Den Danske Bank                                                       25,000,000
PNC Bank, N.A                                                         25,000,000
Royal Bank of Canada                                                  25,000,000
The Sanwa Bank, Limited                                               25,000,000
The Bank of Nova Scotia                                               15,000,000
The Northern Trust Company                                            15,000,000
                                                                  --------------
Total                                                             $2,000,000,000
<PAGE>   92
                                                                     EXHIBIT A-1

                         FORM OF COMPETITIVE BID REQUEST


The Chase Manhattan Bank, as Agent for
the Lenders referred to below,
270 Park Avenue
New York, N.Y.  10017
                                                                          [Date]
Attention:

Dear Ladies and Gentlemen:

         The undersigned, MBNA America Bank, N.A. (the "Borrower"), refers to
the Amended and Restated Competitive Advance and Revolving Credit Facility
Agreement dated as of January 15, 1997 (as it may be amended, modified, extended
or restated from time to time, the "Credit Agreement"), among the Borrower, the
Lenders parties thereto and The Chase Manhattan Bank, as Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The Borrower hereby gives you
notice pursuant to Section 2.03(a) of the Credit Agreement that it requests a
Competitive Borrowing under the Credit Agreement, and in that connection sets
forth below the terms on which such Competitive Borrowing is requested to be
made:

(A)  Date of Competitive Borrowing
     (which is a Business Day)                       ____________________

(B)  Principal Amount of
     Competitive Borrowing 1/                        ____________________

(C)  Interest rate basis 2/                          ____________________

(D)  Interest Period and the last
     day thereof 3/                                  ____________________


         Upon acceptance of any or all of the Loans offered by the Banks in
response to this request, the Borrower shall be deemed to have represented and
warranted that the conditions to lending specified in Section 4.01(b) and (c) of
the Credit Agreement have been satisfied.


                                             Very truly yours,

                                             MBNA America Bank, N.A.


                                       by
                                             _____________________________
                                             Title:  [Responsible Officer]



     __________________

     1/ Not less than $5,000,000 (and in integral multiples of $1,000,000) and
        not greater than the Total Commitment then available.

     2/ Eurodollar Loan or Fixed Rate Loan.

     3/ Which shall be subject to the definition of "Interest Period" and end
        not later than the Maturity Date.
<PAGE>   93
                                                                     EXHIBIT A-2



                    FORM OF NOTICE OF COMPETITIVE BID REQUEST


[Name of Lender]
[Address]
                                                                          [Date]
Attention:

Dear Ladies and Gentlemen:

         Reference is made to the Amended and Restated Competitive Advance and
Revolving Credit Facility Agreement dated as of January 15, 1997 (as it may be
amended, modified, extended or restated from time to time, the "Credit
Agreement"), among MBNA America Bank, N.A. (the "Borrower"), the Lenders parties
thereto and The Chase Manhattan Bank, as Agent. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement. The Borrower made a Competitive Bid Request on [  ],
199[ ], pursuant to Section 2.03(a) of the Credit Agreement, and in that
connection you are invited to submit a Competitive Bid by [Date]/[Time]. 4/ Your
Competitive Bid must comply with Section 2.03(b) of the Credit Agreement and the
terms set forth below on which the Competitive Bid Request was made:

(A)  Date of Competitive Borrowing          ____________________

(B)  Principal amount of
     Competitive Borrowing                  ____________________

(C)  Interest rate basis                    ____________________

(D)  Interest Period and the last
     day thereof                            ____________________



                                             Very truly yours,

                                             THE CHASE MANHATTAN BANK, as Agent,

                                             by ________________________________
                                                Title:



     __________________

     4/ The Competitive Bid must be received by the Agent (i) in the case of
        Eurodollar Loans, not later than 9:30 a.m., New York City time, three
        Business Days before a proposed Competitive Borrowing, and (ii) in the
        case of Fixed Rate Loans, not later than 9:30 a.m., New York City time,
        on the Business Day of a proposed Competitive Borrowing.
<PAGE>   94
                                                                     EXHIBIT A-3



                             FORM OF COMPETITIVE BID


The Chase Manhattan Bank, as Agent for
the Lenders referred to below,
270 Park Avenue
New York, N.Y.  10017
                                                                          [Date]
Attention:

Dear Ladies and Gentlemen:

         The undersigned, [Name of Lender], refers to the Amended and Restated
Competitive Advance and Revolving Credit Facility Agreement dated as of January
15, 1997 (as it may be amended, modified, extended or restated from time to
time, the "Credit Agreement"), among MBNA America Bank, N.A. (the "Borrower"),
the Lenders parties thereto and The Chase Manhattan Bank, as Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby makes a
Competitive Bid pursuant to Section 2.03(b) of the Credit Agreement, in response
to the Competitive Bid Request made by the Borrower on [  ], 199[ ], and in that
connection sets forth below the terms on which such Competitive Bid is made:


(A)  Principal Amount 5/                    ____________________

(B)  Competitive Bid Rate 6/                ____________________

(C)  Interest Period and last
     day thereof                            ____________________

         The undersigned hereby confirms that it is prepared, subject to the
conditions set forth in the Credit Agreement, to extend credit to the Borrower
upon acceptance by the Borrower of this Competitive Bid in accordance with
Section 2.03(d) of the Credit Agreement.


                                            Very truly yours,

                                            [NAME OF LENDER],

                                             by ________________________________
                                                Title:



     __________________

     5/ Not less than $5,000,000 and not greater than the requested Competitive
        Borrowing and in integral multiples of $1,000,000. Multiple bids will be
        accepted by the Agent.

     6/ i.e., LIBO Rate + or - [ ]%, in the case of Eurodollar Loans or [ ]%, in
        the case of Fixed Rate Loans.
<PAGE>   95
                                                                     EXHIBIT A-4



                  FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER


                                                                          [Date]


The Chase Manhattan Bank, as Agent for
the Lenders referred to below
270 Park Avenue
New York, N.Y. 10017
Attention:  [                        ]

Dear Ladies and Gentlemen:

         The undersigned, MBNA America Bank, N.A. (the "Borrower"), refers to
the Amended and Restated Competitive Advance and Revolving Credit Facility
Agreement dated as of January 15, 1997 (as it may be amended, modified, extended
or restated from time to time, the "Credit Agreement"), among the Borrower, the
Lenders parties thereto and The Chase Manhattan Bank, as Agent for the Lenders.

         In accordance with Section 2.03(c) of the Credit Agreement, we have
received a summary of Competitive Bids in connection with our Competitive Bid
Request dated [  ], 199[  ] and in accordance with Section 2.03(d) of the Credit
Agreement, we hereby accept the following Competitive Bids for maturity on
[date]:

Principal Amount           Fixed Rate/Margin         Lender
----------------           -----------------         ------
      $                    [%]/[+/-.   %]
      $


We hereby reject the following Competitive Bids:

Principal Amount           Fixed Rate/Margin         Lender
----------------           -----------------         ------
      $                    [%]/[+/-.   %]
      $


         The $              should be deposited in the Borrower's account
[account number] on [date].


                                             Very truly yours,

                                             MBNA AMERICA BANK, N.A.

                                             by ________________________________
                                                Name:
                                                Title:
<PAGE>   96
                                                                     EXHIBIT A-5



                   FORM OF REVOLVING CREDIT BORROWING REQUEST


The Chase Manhattan Bank, as Agent for the
Lenders referred to below,
270 Park Avenue
New York, N.Y.  10017
                                                                          [Date]
Attention:

Dear Ladies and Gentlemen:

         The undersigned, MBNA America Bank, N.A. (the "Borrower"), refers to
the Amended and Restated Competitive Advance and Revolving Credit Facility
Agreement dated as of January 15, 1997 (as it may be amended, modified, extended
or restated from time to time, the "Credit Agreement"), among the Borrower, the
Lenders parties thereto and The Chase Manhattan Bank, as Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The Borrower hereby gives you
notice pursuant to Section 2.04 of the Credit Agreement that it requests a
Revolving Credit Borrowing under the Credit Agreement, and in that connection
sets forth below the terms on which such Revolving Credit Borrowing is requested
to be made:


(A)      Date of Revolving Credit           ____________________
         Borrowing (which is a Business
         Day)

(B)      Principal Amount of Revolving      ____________________
         Credit Borrowing 7/

(C)      Interest rate basis 8/             ____________________

(D)      Interest Period and the last day   ____________________
         thereof 9/

         Upon acceptance of any or all of the Loans made by the Lenders in
response to this request, the Borrower shall be deemed to have represented and
warranted that the conditions to lending specified in Section 4.01(b) and (c) of
the Credit Agreement have been satisfied.


                                             Very truly yours,

                                             MBNA America Bank, N.A.


                                             by ________________________________
                                                Title: [Responsible Officer]



     __________________

     7/ Not less than $5,000,000 (and in integral multiples of $1,000,000) and
        not greater than the Total Commitment then available.

     8/ Eurodollar Loan or ABR Loan.

     9/ Which shall be subject to the definition of "Interest Period" and end
        not later than the Maturity Date.
<PAGE>   97
                                                                       EXHIBIT B



The Chase Manhattan Bank
One Chase Manhattan Plaza
8th Floor
New York, NY 10081
212/552-7400
Fax 212/552-5658
Telex 353006 ABSC NYK


                             MBNA AMERICA BANK, N.A.
                          ADMINISTRATIVE QUESTIONNAIRE


Please accurately complete the following information and return via FAX to the
attention of Katherine Wolf at The Chase Manhattan Bank as soon as possible.

FAX Number:  212-552-5658

LEGAL NAME TO APPEAR IN DOCUMENTATION:

________________________________________________________________________________

GENERAL INFORMATION - DOMESTIC LENDING OFFICE:

Institution Name:  _____________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:

Institution Name:  _____________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

CONTACTS/NOTIFICATION METHODS:

CREDIT CONTACTS:

Primary Contact:  ______________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

Phone Number:  _________________________________________________________________

FAX Number:  ___________________________________________________________________

Backup Contact:  _______________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

Phone Number:  _________________________________________________________________

FAX Number:  ___________________________________________________________________

TAX WITHHOLDING:

         Non Resident Alien _____ Y* _____ N
         * Form 4224 Enclosed
         Tax ID Number ___________
<PAGE>   98
CONTACTS/NOTIFICATION METHODS:

ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, INTEREST, FEES, ETC.

Contact:  ______________________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

Phone Number:  _________________________________________________________________

FAX Number:  ___________________________________________________________________

BID LOAN NOTIFICATION:

Contact: _______________________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

Phone Number:  _________________________________________________________________

FAX Number:  ___________________________________________________________________

PAYMENT INSTRUCTIONS:

Name of Bank where funds are to be transferred:

________________________________________________________________________________

Routing Transit/ABA number of Bank where funds are to be transferred:

________________________________________________________________________________

Name of Account, if applicable:

________________________________________________________________________________

Account Number:   ______________________________________________________________

Additional Information:    _____________________________________________________

________________________________________________________________________________

MAILINGS:

Please specify who should receive financial information:

Name:  _________________________________________________________________________

Street Address:  _______________________________________________________________

City, State, Zip Code:  ________________________________________________________

It is very important that all of the above information is accurately filled in
and returned promptly. If there is someone other than yourself who should
receive this questionnaire, please notify us of their name and FAX number and we
will FAX them a copy of the questionnaire. If you have any questions, please
call me on 212-552-7340.
<PAGE>   99
                                                                       EXHIBIT C



                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Amended and Restated Competitive
Advance and Revolving Credit Facility Agreement dated as of January 15, 1997 (as
in effect on the date hereof, the "Credit Agreement"), among MBNA America Bank,
N.A., a Delaware corporation (the "Borrower"), the lenders parties thereto (the
"Lenders") and The Chase Manhattan Bank, as agent for the Banks (in such
capacity, the "Agent"). Terms defined in the Credit Agreement are used herein
with the same meanings.

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

                  2. This Assignment and Acceptance is being delivered to the
Agent together with (i) if the Assignee is organized under the laws of a
jurisdiction outside the United States, the forms specified in Section 2.19(g)
of the Credit Agreement, duly completed and executed by such Assignee, (ii) if
the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form of Exhibit B to the Credit Agreement
and (iii) a processing and recordation fee of $2,500.

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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:
<PAGE>   100
Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):

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

<S>                                       <C>                                        <C>
          Commitment Assigned:            $                                                         %

          Revolving Credit   Loans:

          Competitive Loans:

          Fees Assigned (if any):

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

          _______________, as Assignor    THE CHASE MANHATTAN BANK, as Agent,

          By:__________________________   By:__________________________
             Name:                            Name:
             Title:                           Title:

          _______________, as Assignee    MBNA AMERICA BANK, N.A.,
                                           as Borrower,

          By:__________________________   By:__________________________
             Name:                           Name:
             Title:                          Title:
</TABLE>


__________________

*/  To be completed only if consents are required under Section 9.04(a).
<PAGE>   101
                                                                    EXHIBIT B TO
                                                             AMENDMENT AGREEMENT


                                    [FORM OF]

                                     OPINION

                             MBNA America Bank N.A.

                                January 15, 1997


The Lenders Named in Schedule 2.01
  to the Credit Agreement referred to below

The Chase Manhattan Bank,
  as Agent under the Credit Agreement
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

                  I am Executive Vice President, General Counsel, and Secretary
of MBNA Corporation ("MBNA") and Senior Executive Vice President, General
Counsel and Secretary of MBNA America Bank, N.A. (the "Bank") and in that
capacity have acted as counsel to the Bank in connection with (i) the Amendment
Agreement (the "Agreement"), dated as of January 15, 1997, among the Bank, the
Lenders listed in Schedule 2.01 thereto, and The Chase Manhattan Bank, as Agent,
and (ii) the Amended and Restated Competitive Advance and Revolving Credit
Facility Agreement attached as Exhibit A to the Agreement (the "Amended Credit
Agreement"). This opinion is rendered to the Lenders and The Chase Manhattan
Bank pursuant to Section 4(b) of the Agreement. Capitalized terms used herein
but not otherwise defined have the meanings given such terms in the Agreement
and the Amended Credit Agreement.

                  In my capacity as such counsel, I have examined and relied
upon such records, documents, certificates, opinions and other matters as are in
my judgment necessary or appropriate to render the opinions expressed herein.
With respect to all documents examined by me I have assumed (i) the due
authorization, execution and delivery by each of the parties thereto, other than
the Bank, of the documents to which each is a party, and that each of such
parties has the power and authority to execute, deliver and perform its
obligations under each such document, (ii) the authenticity of all documents
submitted to me as originals, (iii) the genuineness of all signatures, other
than those of the Bank, on all documents I have examined, and (iv) that all
documents submitted to me as copies conform with the original copies of those
documents. In rendering the opinion set forth in paragraph 3 below I have
assumed that the Agreement and the Amended Credit Agreement are valid and
binding obligations of
<PAGE>   102
the parties thereto, except the Bank, and are enforceable against the parties
thereto, except the Bank, in accordance with their terms.

                  Based on the foregoing and subject to the qualifications set
forth herein, I am of the opinion that:

                  1. The Bank (i) is a national bank duly formed and validly
existing under the laws of the United States, (ii) has all requisite power and
authority to own its assets and to carry on its business as now conducted,
except to the extent that the failure to do so would not have a Material Adverse
Effect, (iii) is qualified to do business in every jurisdiction within the
United States where such qualification is required, except to the extent that
the failure to do so would not have a Material Adverse Effect, and (iv) has all
requisite corporate power and authority to execute, deliver and perform its
obligations under the Agreement and the Amended Credit Agreement and to borrow
funds thereunder.

                  2. The execution, delivery and performance by the Bank of the
Agreement and the Amended Credit Agreement and the borrowings of the Bank
thereunder (collectively, the "Transactions") will not (i) violate any
requirement of law applicable to the Bank or any order known to me of any
Governmental Authority, (ii) conflict with, or result in a breach of, any
provision of any indenture, agreement or other instrument to which the Bank is a
party or by which it or its property is or may be bound, which in the aggregate
would reasonably be expected to have a Material Adverse Effect or (iii) result
in the creation or imposition of any lien upon any property or assets of the
Bank.

                  3. The Agreement and the Amended Credit Agreement have been
duly authorized by all requisite corporate action of the Bank, and have been
duly executed and delivered by the Bank and constitute valid and legally binding
obligations of the Bank, enforceable against the Bank in accordance with their
terms, subject to the effects of bankruptcy, insolvency, liquidation,
receivership, conservatorship, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting the rights of creditors
generally, or of creditors of banks the accounts of which are insured by the
Federal Deposit Insurance Corporation, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

                  4. No action, consent or approval of, registration or filing
with, or any other action by, any Governmental Authority
<PAGE>   103
is or will be required in connection with the Transactions, except such as have
been made or obtained and are in full force and effect.

                  5. Neither the Bank nor any of its subsidiaries is (i) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (ii) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

                  6. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or to my knowledge threatened
against the Bank or any Subsidiary or against any of its or their respective
properties (i) with respect to the Agreement, the Amended Credit Agreement or
any other Loan Document or any of the transactions contemplated thereby or (ii)
except as disclosed in MBNA's Annual Report on Form 10-K dated December 31,
1995, or in any subsequent report of MBNA on Form 10-Q or 8-K filed prior to the
date of the Agreement, as to which there is a reasonable possibility of an
adverse determination, which if determined adversely to the Bank, would
reasonably be expected to result in a Material Adverse Effect.

                  In rendering the opinion set forth in paragraph 3 above I have
relied as to matters of New York law solely upon the opinion of Simpson Thacher
& Bartlett, subject to the qualifications set forth therein.

                  I am admitted to practice in the State of Maryland and express
no opinion as to the laws of any other jurisdiction other than the federal laws
of the United States of America.

                  This opinion may be relied upon by the Lenders and The Chase
Manhattan Bank, as Agent. A copy of this opinion may be made available to a
regulatory authority entitled to receive it or pursuant to a lawful subpoena.
Without my prior written consent, this opinion may not be furnished to or quoted
to, or relied upon by, any other person or entity for any purpose.

                                                  Very truly yours,


                                                  John W. Scheflen
<PAGE>   104
                                                                    EXHIBIT C TO
                                                             AMENDMENT AGREEMENT



                                    [FORM OF]

                                     OPINION

                           Simpson Thacher & Bartlett


                                January 15, 1997

To:      The Lenders named in Schedule I that are parties
         to the Credit Agreement referred to below

         The Chase Manhattan Bank, as Agent under said Credit
         Agreement

Ladies and Gentlemen:

                  We have acted as special New York counsel to MBNA America
Bank, N.A., a national banking association (the "Borrower"), in connection with
the preparation, execution and delivery of (i) the Amendment Agreement dated as
of January 15, 1997 (the "Agreement"), among the Borrower, the Lenders parties
thereto and The Chase Manhattan Bank, as Agent, and (ii) the Amended and
Restated Competitive Advance and Revolving Credit Facility Agreement attached as
Exhibit A to the Agreement (the "Amended Credit Agreement").

                  This opinion is delivered to you pursuant to Section 4(b) of
the Agreement. Unless otherwise defined herein, terms defined in the Agreement
and the Amended Credit Agreement and used herein shall have the meanings given
to them in the Agreement and the Amended Credit Agreement.

                  In arriving at the opinion expressed below, we have examined
the following documents:

                  (a) counterparts of (i) the Agreement and (ii) the Amended
Credit Agreement, each signed by the Borrower and the Administrative Agent;

                  (b) a copy of the opinion letter of John W. Scheflen, Esq.,
Senior Executive Vice President, Cashier and Secretary of the Borrower,
addressed to you and dated the date hereof, in respect of the Agreement, the
Amended Credit Agreement and the other Loan Documents.

                  In rendering the opinion expressed below, we have assumed,
with your permission, without independent investigation or inquiry, (i) the
authenticity of all documents submitted to us
<PAGE>   105
Simpson Thacher & Bartlett                                                     2



The Lenders Named in Schedule I, et al.                         January 15, 1997

as originals, (ii) the genuineness of all signatures on all documents that we
examined and (iii) the conformity to authentic originals of documents submitted
to us as certified, conformed or photostatic copies.

                  Insofar as our opinion expressed below relates to the matters
set forth in paragraphs 1, 2, 3 (as to the due authorization, execution and
delivery of the Agreement and the Amended Credit Agreement by the Borrower) and
4 of the above-mentioned opinion letter of John W. Scheflen, Esq., we have
assumed without independent investigation the correctness of the matters set
forth in such opinion, and our opinion is subject to the assumptions,
qualifications and limitations set forth in such opinion letter.

                  Based upon the foregoing, and subject to the qualifications
and comments stated herein, we are of the opinion that, insofar as the law of
the State of New York is concerned, the Agreement and the Amended Credit
Agreement constitute valid and legally binding obligations of the Borrower,
enforceable against the Borrower in accordance with their terms, subject to the
effects of bankruptcy, insolvency, liquidation, receivership, conservatorship,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting the rights of creditors generally or of creditors of
banks the accounts of which are insured by the Federal Deposit Insurance
Corporation, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

                  Our opinion is subject to the following qualifications:

                  1. We express no opinion as to Section 9.13(b) of the Credit
Agreement insofar as it relates to an action brought in the United States
District Court for the Southern District of New York and note that such matters
may be raised by such court,

                  2. We express no opinion as to any indemnification obligations
of the Borrower under the Credit Agreement to the extent such obligations might
be deemed to be inconsistent with public policy.

                  3. We express no opinion as to the provisions of Sections 2.17
and 9.04(f) of the Credit Agreement purporting to grant to participants a right
to set-off.

                  4. We express no opinion as to any provision of the Agreement
or the Amended Credit Agreement that purports to establish an evidentiary
standard for determinations by the
<PAGE>   106
Simpson Thacher & Bartlett                                                     3



The Lenders Named in Schedule I, et al.                         January 15, 1997

Lenders or the Agent.

                  We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the law of the
State of New York.

                  This opinion has been rendered solely for your benefit in
connection with the Credit Agreement and the transactions contemplated thereby
and may not be relied upon by you for any other purpose, or relied upon by or
furnished to any other Person, firm or corporation without our prior written
consent (except that this opinion may be furnished to any regulatory authority
which is entitled to obtain it, and may be furnished pursuant to a lawful
subpoena).

                                                  Very truly yours,
<PAGE>   107
                                                                  CONFORMED COPY



                                    AMENDMENT AGREEMENT dated as of January 15,
                           1997, to the Competitive Advance and Revolving Credit
                           Facility Agreement dated as of February 15, 1995, and
                           as amended by the First Amendment dated as of
                           December 27, 1995, (as amended, the "Credit
                           Agreement") among MBNA AMERICA BANK, N.A. (the
                           "Borrower"), the lenders listed in Annex I hereto
                           under the captions "Departing Lenders" (the
                           "Departing Lenders"), "Continuing Lenders (the
                           "Continuing Lenders") and "Additional Lenders" (the
                           "Additional Lenders" and, collectively, with the
                           Departing Lenders and the Continuing Lenders, the
                           "Lenders") and THE CHASE MANHATTAN BANK (formerly
                           known as Chemical Bank) as agent for the Lenders (in
                           such capacity, the "Agent").

                  A. The Borrower, the Continuing Lenders, the Departing Lenders
and the Agent are parties to the Credit Agreement.

                  B. The Departing Lenders wish to terminate all of their
Commitments under the Credit Agreement and any applicable rights relating
thereto except as otherwise specified herein.

                  C. The Borrower has requested, and the Continuing Lenders and
the Additional Lenders have agreed, subject to the terms and conditions hereof,
to amend and restate the Credit Agreement in the form of the credit agreement
attached hereto as Exhibit A (the "Amended Credit Agreement").

                  D. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Amended Credit Agreement.

                  Accordingly, the parties hereto hereby agree as follows:

                  SECTION 1. Amendment of Credit Agreement. The Credit Agreement
(including all Exhibits and Schedules thereto) is hereby amended and restated,
effective as of the Restatement Effective Date (as hereinafter defined), to read
in its entirety as set forth in Exhibit A.

                  SECTION 2. Termination of Certain Commitments.
<PAGE>   108
                                                                               2


On and as of the Restatement Effective Date, subject to the conditions referred
to in Section 4 hereof, (i) the Commitments of the then Departing Lenders shall
automatically terminate, so that after giving effect to all such terminations,
the Commitments will be held by the Continuing Lenders and Additional Lenders
ratably in accordance with their Commitments, respectively, as set forth in
Schedule 2.01 of the Amended Credit Agreement, and (ii) the Departing Lenders
shall cease to be parties to the Credit Agreement and shall be released from all
further obligations thereunder and the Borrower shall be released from all
further obligations to such Departing Lenders under the terms of the Credit
Agreement. The foregoing shall not constitute a release of the obligations, that
by their terms survive the repayment of the Loans and the termination of the
Commitments, described in Sections 2.13(b), 2.13(c), 2.13(d), 2.13(e), 2.15 and
9.05 of the Credit Agreement.

                  SECTION 3. Representations and Warranties. The Borrower hereby
represents and warrants to each Lender, on and as of the Restatement Effective
Date, as follows:

                  (a) The representations and warranties set forth in Article
         III of the Amended Credit Agreement are true and correct in all
         material respects as of the date hereof with the same effect as if made
         on and as of such date, except to the extent such representations and
         warranties expressly relate to an earlier date.

                  (b) Immediately before and immediately after the effectiveness
         of this Amendment Agreement and the Amended Credit Agreement, no
         Default has occurred and is continuing.

                  (c) This Amendment Agreement and the Amended Credit Agreement
         (collectively, the "Amendment Documents") have been duly authorized,
         executed and delivered by the Borrower, and the Amendment Documents
         will, upon the Restatement Effective Date, be the legal, valid and
         binding obligations of the Borrower, enforceable against the Borrower
         in accordance with their terms, subject to the effects of bankruptcy,
         insolvency, liquidation, receivership, conservatorship, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting the rights of creditors generally, or of creditors of
         banks the accounts of which are insured by the Federal Deposit
         Insurance Corporation, general equitable principles
<PAGE>   109
                                                                               3

         (whether considered in a proceeding in equity or at law) and an
         implied covenant of good faith and fair dealing.

                SECTION 4. Effectiveness. This Amendment Agreement shall become
effective on January 15, 1997 (the "Restatement Effective Date") upon the
satisfaction of the following conditions precedent:        

                  (a) The Agent shall have received counterparts of this
         Amendment Agreement and the Amended Credit Agreement that, when taken
         together, bear the signatures of all the parties hereto and thereto.

                  (b) The Agent shall have received a favorable written opinion
         of John W. Scheflen, Esq., Senior Executive Vice President, General
         Counsel, Cashier and Secretary of the Borrower, and Simpson Thacher &
         Bartlett, counsel to the Borrower ("Borrower's Counsel"), each dated
         the Restatement Effective Date and addressed to the Lenders and
         satisfactory to the Lenders and to Cravath, Swaine & Moore, counsel for
         the Agent, to the effect set forth in Exhibit B and Exhibit C,
         respectively, and the Borrower hereby instructs such counsel to deliver
         such opinion to the Agent.

                  (c) All legal matters incident to this Amendment Agreement and
         the Amended Credit Agreement and the borrowings thereunder shall be
         reasonably satisfactory to the Lenders, the Borrower's Counsel and to
         Cravath, Swaine & Moore, counsel for the Agent.

                  (d) The Agent shall have received certified copies of the
         resolutions of the Board of Directors of the Borrower approving or
         authorizing approval of the execution and delivery of the Amendment
         Documents and the performance of the Credit Agreement as amended
         hereby.

                  (e) The Agent shall have received a certificate of the
         Secretary or an Assistant Secretary of the Borrower certifying the
         incumbency and signatures of the officer or officers of the Borrower
         signing the Amendment Documents.

                  (f) The Agent shall have received a certificate, dated the
         Restatement Effective Date and signed by a Financial Officer of the
         Borrower, confirming
<PAGE>   110
                                                                               4


         compliance with the conditions precedent set forth in paragraphs (b)
         and (c) of Article IV of the Amended Credit Agreement.

                  (g) The Agent shall have received all Fees and other amounts
         due and payable on or prior to the Restatement Effective Date.

                  (h) No Loans shall be outstanding under the Credit Agreement
         as of the Restatement Effective Date.

                  SECTION 5. APPLICABLE LAW. THIS AMENDMENT AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  SECTION 6. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution, delivery and enforcement of this
Amendment Agreement, including, but not limited to, the reasonable fees and
disbursements of Cravath, Swaine & Moore. The agreement set forth in this
Section 6 shall survive the termination of this Amendment Agreement and the
Amended Credit Agreement and shall be subject to the provisions of the letter
agreements, dated as of November 26, 1996, among the Borrower, the Agent and
Chase Securities Inc.

                  SECTION 7. Counterparts. This Amendment Agreement may be
executed in any number of counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
agreement. Delivery of an executed counterpart of a signature page by
<PAGE>   111
                                                                               5


facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Amendment Agreement.


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


                                             MBNA AMERICA BANK, N.A.,

                                       by    /s/ Thomas D. Wren
                                             -----------------------------------
                                             Name:  Thomas D. Wren
                                             Title: Senior Executive Vice
                                                     President and Treasurer


                                             THE CHASE MANHATTAN BANK,

                                       by
                                             /s/ Roger A. Parker
                                             -----------------------------------
                                             Name:  Roger A. Parker
                                             Title: Vice President
<PAGE>   112

                                                                              6
                                             BANK OF AMERICA NATIONAL TRUST
                                             AND SAVINGS ASSOCIATION,
                                             individually and as
                                             Co-Syndication Agent,

                                       by    /s/ Charlene A. Davidson
                                             -----------------------------------
                                             Name:  Charlene A. Davidson
                                             Title: Managing Director


                                             MORGAN GUARANTY TRUST COMPANY
                                             OF NEW YORK, individually and as
                                             Co-Syndication Agent,

                                       by    /s/ James Dwyer
                                             -----------------------------------
                                             Name:  James Dwyer
                                             Title: Vice President


                                             THE BANK OF NEW YORK, individually
                                             and as Co-Arranger,

                                       by    /s/ David G. Dobbins
                                             -----------------------------------
                                             Name:  David G. Dobbins
                                             Title: Vice President


                                             BARCLAYS BANK PLC, individually and
                                             as Co-Arranger,

                                       by    /s/ Karen M. Wagner
                                             -----------------------------------
                                             Name:  Karen M. Wagner
                                             Title: Associate Director
<PAGE>   113
                                                                               7


                                             DEUTSCHE BANK AG, NEW YORK
                                             AND/OR CAYMAN ISLAND BRANCHES,
                                             individually and as Co-Arranger,

                                       by    /s/ Gayma Z. Shivnarain
                                             -----------------------------------
                                             Name:  Gayma Z. Shivnarain
                                             Title: Vice President


                                       by    /s/ Dale F. Oberst
                                             -----------------------------------
                                             Name:  Dale F. Oberst
                                             Title: Associate


                                             NATIONSBANK OF TEXAS, N.A.,
                                             individually and as Co-Arranger,

                                       by    /s/ Kate Galletly
                                             -----------------------------------
                                             Name:  Kate Galletly
                                             Title: Senior Vice President


                                             ABN AMRO BANK N.V. NEW YORK
                                             BRANCH, individually and as
                                             Co-Agent,

                                       by    /s/ Victor J. Fennon
                                             -----------------------------------
                                             Name:  Victor J. Fennon
                                             Title: Vice President

                                       by
                                             /s/ David W. Eastep
                                             -----------------------------------
                                             Name:  David W. Eastep
                                             Title: Assistant Vice President


                                             CAISSE NATIONALE DE CREDIT
                                             AGRICOLE,

                                       by    /s/ Katherine L. Abbott
                                             -----------------------------------
                                             Name:  Katherine L. Abbott
                                             Title: First Vice President
<PAGE>   114
                                                                               8


                                             CIBC, INC., individually and as
                                             Co-Agent,

                                       by    /s/ Gerald J. Girardi
                                             -----------------------------------
                                             Name:  Gerald J. Girardi
                                             Title: Director, CIBC Wood Gundy


                                             COMMERZBANK AKTIENGESELLSCHAFT,
                                             individually and as Co-Agent,

                                       by    /s/ Juergen Schmieding
                                             -----------------------------------
                                             Name:  Juergen Schmieding
                                             Title: Vice President


                                       by    /s/ Andrew R. Campbell
                                             -----------------------------------
                                             Name:  Andrew R. Campbell
                                             Title: Assistant Treasurer


                                             CREDIT LYONNAIS NEW YORK BRANCH,
                                             individually and as Co-Agent,

                                       by    /s/ Renaud d'Herbes
                                             -----------------------------------
                                             Name:  Renaud d'Herbes
                                             Title: Senior Vice President


                                             CREDIT LYONNAIS CAYMAN ISLAND
                                             BRANCH, individually and as
                                             Co-Agent,

                                       by
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>   115
                                                                               9



                                             THE FIRST NATIONAL BANK OF
                                             CHICAGO, individually and as
                                             Co-Agent,

                                       by    /s/ Robert E. O'Connell
                                             -----------------------------------
                                             Name:  Robert E. O'Connell
                                             Title: Authorized Agent
                                                    Vice President


                                             LLOYDS BANK, PLC, individually and
                                             as Co-Agent,

                                       by    /s/ Theodore R. Walser
                                             -----------------------------------
                                             Name:  Theodore R. Walser
                                             Title: Senior Vice President


                                       by    /s/ Stephen J. Attree
                                             -----------------------------------
                                             Name:  Stephen J. Attree
                                             Title: Assistant Vice President


                                             BANK OF TOKYO-MITSUBISHI TRUST
                                             COMPANY, individually and as
                                             Co-Agent,

                                       by    /s/ J. Bruce Meredith
                                             -----------------------------------
                                             Name:  J. Bruce Meredith
                                             Title: Senior Vice President
                                                    and Manager


                                             THE NORINCHUKIN BANK, individually
                                             and as Co-Agent,

                                       by    /s/ Ichiro Uchida
                                             -----------------------------------
                                             Name:  Ichiro Uchida
                                             Title: Joint General Manager
<PAGE>   116
                                                                              10



                                             SOCIETE GENERALE, individually and
                                             as Co-Agent,

                                       by    /s/ Emilio L. Martinez
                                             -----------------------------------
                                             Name:  Emilio L. Martinez
                                             Title: Vice President


                                             UNION BANK OF SWITZERLAND, NEW
                                             YORK BRANCH, individually and as
                                             Co-Agent,

                                       by    /s/ Didier Magloire
                                             -----------------------------------
                                             Name:  Didier Magloire
                                             Title: Vice President


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


                                             THE BANK OF NOVA SCOTIA,

                                       by    /s/ Paul A. Schultz
                                             -----------------------------------
                                             Name:  Paul A. Schultz
                                             Title: Vice President


                                             BANKERS TRUST COMPANY,

                                       by    /s/ Cynthia Berge-O'Keefe
                                             -----------------------------------
                                             Name:  Cynthia Berge-O'Keefe
                                             Title: Managing Director
<PAGE>   117
                                                                              11


                                             BAYERISCHE LANDESBANK CAYMAN
                                             ISLANDS BRANCH,

                                       by    /s/ Wilfried Freudenberger
                                             -----------------------------------
                                             Name:  Wilfried Freudenberger
                                             Title: Executive Vice President
                                                    and General Manager

                                       by    /s/ Peter Obermann
                                             -----------------------------------
                                             Name:  Peter Obermann
                                             Title: Senior Vice President
                                                    Manager Lending Division


                                             BAYERISCHE VEREINSBANK AG
                                             NEW YORK BRANCH,

                                       by    /s/ David McCollum
                                             -----------------------------------
                                             Name:  David McCollum
                                             Title: Vice President

                                       by    /s/ Mark Sadok
                                             -----------------------------------
                                             Name:  Mark Sadok
                                             Title: Vice President


                                             CORESTATES BANK, N.A.,

                                       by    /s/ Ward S. Johnson
                                             -----------------------------------
                                             Name:  Ward S. Johnson
                                             Title: Vice President
<PAGE>   118
                                                                              12


                                             CREDIT SUISSE,

                                       by    /s/ Bruce T. Miller
                                             -----------------------------------
                                             Name:  Bruce T. Miller
                                             Title: Member of Senior
                                                    Management

                                       by    /s/ Jay Chall
                                             -----------------------------------
                                             Name:  Jay Chall
                                             Title: Director


                                             THE DAI-ICHI KANGYO BANK,
                                             LIMITED, CHICAGO BRANCH,

                                       by    /s/ Seiichiro Ino
                                             -----------------------------------
                                             Name:  Seiichiro Ino
                                             Title: Vice President


                                             DEN DANSKE BANK,

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

                                       by    /s/ Sonia Kataria
                                             -----------------------------------
                                             Name:  Sonia Kataria
                                             Title: Vice President


                                             DG BANK DEUTSCHE
                                             GENOSSENSCHAFTSBANK,

                                       by    /s/ Bruce Ritz
                                             -----------------------------------
                                             Name:  Bruce Ritz
                                             Title: Vice President

                                       by    /s/ Karen A. Brinkman
                                             -----------------------------------
                                             Name:  Karen A. Brinkman
                                             Title: Vice President
<PAGE>   119
                                                                              13


                                             DRESDNER BANK AG,

                                       by    /s/ Jonathan J. Wallin
                                             -----------------------------------
                                             Name:  Jonathan J. Wallin
                                             Title: Assistant Vice President

                                       by    /s/ Richard G. Reilly
                                             -----------------------------------
                                             Name:  Richard G. Reilly
                                             Title: Vice President


                                             FIRST NATIONAL BANK OF MARYLAND,

                                       by    /s/ Marion I. Knott
                                             -----------------------------------
                                             Name:  Marion I. Knott
                                             Title: Vice President


                                             THE FUJI BANK LIMITED,

                                       by    /s/ Masanobu Kobayashi
                                             -----------------------------------
                                             Name:  Masanobu Kobayashi
                                             Title: Vice President and
                                                    Manager


                                             THE INDUSTRIAL BANK OF JAPAN
                                             LIMITED,

                                       by    /s/ Masahiro Ito
                                             -----------------------------------
                                             Name:  Masahiro Ito
                                             Title: Senior Vice President
<PAGE>   120
                                                                              14


                                             KREDIETBANK N.V.,

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

                                       by    /s/ Patrick Owens
                                             -----------------------------------
                                             Name:  Patrick Owens
                                             Title: Vice President


                                             MELLON BANK, N.A.,

                                       by    /s/ Gilbert Mateer
                                             -----------------------------------
                                             Name:  Gilbert Mateer
                                             Title: Vice President


                                             BANK OF MONTREAL,

                                       by    /s/ Inba Ponnusamy
                                             -----------------------------------
                                             Name:  Inba Ponnusamy
                                             Title: Director


                                             BANCA MONTE DEI PASCHI DI SIENA,
                                             SPA,

                                       by    /s/ G. Natalicchi
                                             -----------------------------------
                                             Name:  G. Natalicchi
                                             Title: Senior Vice President
                                                    and General Manager

                                       by    /s/ Brian R. Landy
                                             -----------------------------------
                                             Name:  Brian R. Landy
                                             Title: Vice President
<PAGE>   121
                                                                              15


                                             THE NORTHERN TRUST COMPANY,

                                       by    /s/ James F. T. Monhart
                                             -----------------------------------
                                             Name:  James F. T. Monhart
                                             Title: Vice President


                                             PNC BANK, N.A.,

                                       by    /s/ Emery D. Holloway
                                             -----------------------------------
                                             Name: Emery D. Holloway
                                             Title: Vice President


                                             ROYAL BANK OF CANADA,

                                       by    /s/ John F. Hopper
                                             -----------------------------------
                                             Name:  John F. Hopper
                                             Title: Manager


                                             ROYAL BANK OF SCOTLAND, PLC,

                                       by    /s/ Derek Bonnar
                                             -----------------------------------
                                             Name:  Derek Bonnar
                                             Title: Vice President


                                             THE SAKURA BANK, LIMITED,

                                       by    /s/ Yasumasa Kikuchi
                                             -----------------------------------
                                             Name:  Yasumasa Kikuchi
                                             Title: Senior Vice President


                                             THE SANWA BANK LIMITED,

                                       by    /s/ Frank Dattalo
                                             -----------------------------------
                                             Name:  Frank Dattalo
                                             Title: Assistant Vice President
<PAGE>   122
                                                                              16


                                             THE SUMITOMO BANK, LIMITED,
                                             NEW YORK BRANCH,

                                       by    /s/ Yoshinori Kawamura
                                             -----------------------------------
                                             Name:  Yoshinori Kawamura
                                             Title: Joint General Manager


                                             WESTDEUTSCHE LANDESBANK
                                             GIROZENTRALE, NEW YORK AND
                                             CAYMAN ISLAND BRANCHES,

                                       by    /s/ Lillian Tung Lum
                                             -----------------------------------
                                             Name:  Lillian Tung Lum
                                             Title: Vice President

                                       by    /s/ Laura Spichiger
                                             -----------------------------------
                                             Name:  Laura Spichiger
                                             Title: Associate


                                             THE YASUDA TRUST AND BANKING
                                             COMPANY, LIMITED,

                                       by    /s/ Rohn Laudenschlager
                                             -----------------------------------
                                             Name:  Rohn Laudenschlager
                                             Title: Senior Vice President


                                             WELLS FARGO BANK, formerly First
                                             Interstate Bank of California, as
                                             Departing Lender,

                                       by    /s/ David E. Grimes
                                             -----------------------------------
                                             Name:  David E. Grimes
                                             Title: Vice President
<PAGE>   123
                                                                              17


                                             BANQUE PARIBAS, as Departing
                                             Lender,

                                       by    /s/ Michel Priou
                                             -----------------------------------
                                             Name:  Michel Priou
                                             Title: Vice President
<PAGE>   124
                                                                      ANNEX I TO
                                                             AMENDMENT AGREEMENT



Departing Lenders

Banque Paribas
Wells Fargo Bank


Continuing Lenders

The Chase Manhattan Bank
Bank of America NT&SA
Morgan Guaranty Trust Company of New York
The Bank of New York
Barclays BAnk PLC
Commerzbank AG Deutsche Bank AG
Lloyds Bank Plc NationsBank
ABN AMRO Bank N.V.
Bank of Tokyo-Mitsubishi Trust Company
CIBC, Inc. Credit Lyonnais The First
National Bank of Chicago
The Norinchukin Bank
Societe Generale Union Bank of Switzerland
The Sakura Bank, Limited
The Sumitomo Bank, Limited Westdeutsche
Landesbank Girozentrale Bankers Trust Company
The Industrial Bank of Japan, Limited
Mellon Bank, N.A.
The Royal Bank of Scotland plc
Bayerische Landesbank
The Dai-Ichi Kangyo Bank, Ltd.
DG Bank
The First National Bank of Maryland
The Fuji Bank, Limited
Kredietbank NV
The Yasuda Trust & Banking Co., Ltd.
Banca Monte dei Paschi di Siena SpA
Bank of Montreal
Bayerische Vereinsbank AG
Corestates Bank, N.A.
Credit Suisse
PNC Bank N.A.
Royal Bank of Canada
The Sanwa Bank, Limited
The Bank of Nova Scotia
The Northern Trust Company
<PAGE>   125
                                                                              19


Additional Lenders

Caisse Nationale de Credit Agricole
Den Danske Bank
Dresdner Bank AG