<PAGE>   1
                                                                     Exhibit 4.2


                                                                  EXECUTION COPY



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                                  $350,000,000

                                CREDIT AGREEMENT

                                   dated as of

                                 April 12, 2001

                                     between

                           NATIONAL CITY CORPORATION,

                            The LENDERS Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                                    JPMORGAN,
                      a division of Chase Securities Inc.,
                    as Advisor, Lead Arranger and Bookrunner

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<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                           <C>
ARTICLE I  DEFINITIONS.............................................................................................1
   SECTION 1.01.  Defined Terms....................................................................................1
   SECTION 1.02.  Classification of Loans and Borrowings..........................................................16
   SECTION 1.03.  Terms Generally.................................................................................16
   SECTION 1.04.  Accounting Terms; GAAP..........................................................................17

ARTICLE II  THE CREDITS...........................................................................................17
   SECTION 2.01.  The Commitments.................................................................................17
   SECTION 2.02.  Loans and Borrowings............................................................................17
   SECTION 2.03.  Requests for Syndicated Borrowings..............................................................18
   SECTION 2.04.  Competitive Bid Procedure.......................................................................19
   SECTION 2.05.  Funding of Borrowings...........................................................................21
   SECTION 2.06.  Interest Elections..............................................................................22
   SECTION 2.07.  Termination, Reduction and Increase of the Commitments..........................................24
   SECTION 2.08.  Repayment of Loans; Evidence of Debt............................................................26
   SECTION 2.09.  Prepayment of Loans.............................................................................28
   SECTION 2.10.  Fees............................................................................................28
   SECTION 2.11.  Interest........................................................................................29
   SECTION 2.12.  Alternate Rate of Interest......................................................................30
   SECTION 2.13.  Increased Costs.................................................................................31
   SECTION 2.14.  Break Funding Payments..........................................................................32
   SECTION 2.15.  Taxes...........................................................................................33
   SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs.....................................34
   SECTION 2.17.  Mitigation Obligations; Replacement of Lenders..................................................36
   SECTION 2.18.  Extension of Revolving Credit Termination Date..................................................37

ARTICLE III  REPRESENTATIONS AND WARRANTIES.......................................................................39
   SECTION 3.01.  Financial Condition.............................................................................39
   SECTION 3.02.  No Change.......................................................................................39
   SECTION 3.03.  Corporate Existence;  Compliance with Law.......................................................39
   SECTION 3.04.  Corporate Power; Authorization; Enforceable Obligations.........................................39
   SECTION 3.05.  No Legal Bar....................................................................................40
   SECTION 3.06.  No Material Litigation..........................................................................40
   SECTION 3.07.  Ownership of Property; Liens....................................................................40
</TABLE>



                                     - i -

<PAGE>   3

<TABLE>
<CAPTION>
<S>                                                                                                             <C>
   SECTION 3.08.  Taxes...........................................................................................40
   SECTION 3.09.  Federal Reserve Regulations.....................................................................41
   SECTION 3.10.  Employee Benefit Plans..........................................................................41
   SECTION 3.11.  Investment Company Act; Public Utility Holding Company Act......................................41
   SECTION 3.12.  Use of Proceeds.................................................................................42
   SECTION 3.13.  No Material Misstatements.......................................................................42
   SECTION 3.14.  Environmental and Safety Matters................................................................42
   SECTION 3.15.  Capital Commitments.............................................................................42

ARTICLE IV  CONDITIONS............................................................................................42
   SECTION 4.01.  Closing Date....................................................................................42
   SECTION 4.02.  Each Credit Event...............................................................................43

ARTICLE V  AFFIRMATIVE COVENANTS..................................................................................44
   SECTION 5.01.  Financial Statements and Other Information......................................................44
   SECTION 5.02.  Inspection of Property; Books and Records; Discussions..........................................45
   SECTION 5.03.  Notices.........................................................................................46
   SECTION 5.04.  Continuance of Business.........................................................................46
   SECTION 5.05.  Compliance with Regulatory Standards............................................................46
   SECTION 5.06.  Payment of Obligations..........................................................................46
   SECTION 5.07.  Maintenance of Property; Insurance..............................................................47
   SECTION 5.08.  Employee Benefits...............................................................................47
   SECTION 5.09.  Capital Requirements............................................................................47

ARTICLE VI  NEGATIVE COVENANTS....................................................................................48
   SECTION 6.01.  Limitation on Liens.............................................................................48
   SECTION 6.02.  Mergers, Consolidations and Transfers of Assets.................................................48
   SECTION 6.03.  Tier 1 Capital..................................................................................48
   SECTION 6.04.  Nonperforming Assets............................................................................48
   SECTION 6.05.  Double Leverage.................................................................................48
   SECTION 6.06.  Use of Proceeds.................................................................................49
   SECTION 6.07.  Regulation U....................................................................................49
   SECTION 6.08.  Capital Commitments.............................................................................49

ARTICLE VII  EVENTS OF DEFAULT....................................................................................49

ARTICLE VIII  THE ADMINISTRATIVE AGENT............................................................................52

ARTICLE IX  MISCELLANEOUS.........................................................................................55
   SECTION 9.01.  Notices.........................................................................................55
   SECTION 9.02.  Waivers; Amendments.............................................................................55
   SECTION 9.03.  Expenses; Indemnity; Damage Waiver..............................................................56
</TABLE>



                                     - ii -
<PAGE>   4

<TABLE>
<CAPTION>
<S>                                                                                                             <C>
   SECTION 9.04.  Successors and Assigns..........................................................................58
   SECTION 9.05.  Survival........................................................................................61
   SECTION 9.06.  Counterparts; Integration; Effectiveness........................................................61
   SECTION 9.07.  Severability....................................................................................62
   SECTION 9.08.  Right of Setoff.................................................................................62
   SECTION 9.09.  Governing Law; Jurisdiction; Etc................................................................62
   SECTION 9.10.  WAIVER OF JURY TRIAL............................................................................63
   SECTION 9.11.  Headings........................................................................................63
   SECTION 9.12.  Treatment of Certain Information; Confidentiality...............................................63

SCHEDULE I - Commitments
SCHEDULE II - Litigation

EXHIBIT A - Form of Assignment and Acceptance
EXHIBIT B - Form of Opinion of Counsel to the Borrower
EXHIBIT C - Form of Opinion of Special New York Counsel to Chase
</TABLE>



                                    - iii -

<PAGE>   5

                  CREDIT AGREEMENT dated as of April 12, 2001, between NATIONAL
CITY CORPORATION, the LENDERS party hereto, and THE CHASE MANHATTAN BANK, as
Administrative Agent.

                  The Borrower (as hereinafter defined) has requested that the
Lenders (as so defined) make loans to it in an aggregate principal amount not
exceeding $350,000,000 at any one time outstanding. The Lenders are prepared to
make such loans upon the terms and conditions hereof, and, accordingly, the
parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

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

                  "ADDITIONAL COMMITMENT LENDER" has the meaning set forth in
Section 2.18(b).

                  "ADJUSTED LIBO RATE" means, for the Interest Period for any
Syndicated Eurodollar Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period MULTIPLIED BY (b) the Statutory Reserve Rate for such Interest Period.

                  "ADMINISTRATIVE AGENT" means Chase, in its capacity as
administrative agent for the Lenders hereunder.

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

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

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate for such day PLUS


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<PAGE>   6
                                     - 2 -




1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective from and including
the effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, as the case may be.

                  "ANNIVERSARY DATE" has the meaning set forth in Section
2.18(a).

                  "APPLICABLE MARGIN" means, for any day, with respect to any
Syndicated Eurodollar Loan, or with respect to the facility fees or utilization
fees payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption "Eurodollar Spread", "Facility Fee Rate" or
"Utilization Fee Rate", respectively, based upon the ratings by Moody's and S&P,
respectively, applicable on such date to the Index Debt:

<TABLE>
<CAPTION>

                     Index Debt               Eurodollar                 Facility                Utilization
   CATEGORY           RATINGS                   SPREAD                   FEE RATE                 FEE RATE
   --------           --------                  -------                  --------                 --------
<S>                 <C>                        <C>                      <C>                     <C>
      1              greater than or equal to    0.17%                     0.08%                    0.05%
                      AA- / Aa3

      2                A- / A3                   0.25%                     0.10%                    0.05%

      3              BBB+ / Baa1                0.475%                     0.15%                   0.125%

      4              less than or equal to      0.675%                     0.20%                   0.125%
                     BBB / Baa2
</TABLE>


                  For purposes of the foregoing, (i) if either Moody's or S&P
shall not have in effect a rating for the Index Debt (other than by reason of
the circumstances referred to in the last sentence of this definition), then
such rating agency shall be deemed to have established a rating in Category 4;
(ii) if the ratings established or deemed to have been established by Moody's
and S&P for the Index Debt shall fall within different Categories, the
Applicable Margin shall be based on the higher of the two ratings unless one of
the two ratings is two or more Categories lower than the other, in which case
the Applicable Margin shall be determined by reference to the Category next
below that of the higher of the two ratings; and (iii) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in the Applicable
Margin 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 Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Margin



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<PAGE>   7
                                     - 3 -


shall be determined by reference to the rating most recently in effect prior to
such change or cessation.

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

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

                  "ASSUMING LENDER" has the meaning set forth in Section
2.07(e).

                  "AVAILABILITY PERIOD" means the period from and including the
Closing Date to but excluding the earlier of the Revolving Credit Termination
Date and the date of termination of the Commitments.

                  "BANK REGULATORY AUTHORITY" means the Board, the Comptroller
of the Currency, the Federal Deposit Insurance Corporation and all other
relevant bank regulatory authorities (including relevant state bank regulatory
authorities).

                  "BANK SUBSIDIARY" means any Subsidiary which is a commercial
bank, banking corporation, savings and loan association, savings bank, trust
company or Edge Act corporation.

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

                  "BORROWER" means National City Corporation, a Delaware
corporation.

                  "BORROWING" means (a) all ABR Loans made, converted or
continued on the same date or (b) all Syndicated Eurodollar Loans or Competitive
Loans of the same Class and Type that have the same Interest Period (or any
single Competitive Loan that does not have the same Interest Period as any other
Competitive Loan of the same Type).

                  "BORROWING REQUEST" means a request by the Borrower for a
Syndicated Borrowing in accordance with Section 2.03.

                  "BUSINESS DAY" means any day (a) that is not a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or
required by law to remain closed and



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                                     - 4 -



(b) if such day relates to a Competitive Bid Request or Competitive Bid for a
Competitive Eurodollar Loan, or to a borrowing of, a payment or prepayment of
principal of or interest on, a continuation or conversion of or into, or the
Interest Period for, a Eurodollar Borrowing, or to a notice by the Borrower with
respect to any such borrowing, payment, prepayment, continuation, conversion, or
Interest Period, that is also a day on which dealings in Dollar deposits are
carried out in the London interbank market.

                  "CAPITAL COMMITMENT" means any commitment to the Federal
Deposit Insurance Corporation, the Resolution Trust Corporation, the Director of
the Office of Thrift Supervision, the Comptroller of the Currency, or the Board,
or their predecessors or successors, to maintain the capital of an insured
depository institution.

                  "CAPITAL LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "CHANGE IN CONTROL" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
of shares representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Borrower; (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated by the board
of directors of the Borrower nor (ii) appointed by directors so nominated; or
(c) the acquisition of direct or indirect Control of the Borrower by any Person
or group.

                  "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "CHASE" means The Chase Manhattan Bank.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
Syndicated Loans or Competitive Loans.



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                                     - 5 -


                  "CLOSING DATE" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

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

                  "COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Syndicated Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender's Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.07(b), (b) increased from time to time pursuant to
Section 2.07(e) or 2.18(b), and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Commitment is set forth on Schedule I or in an
agreement entered into by such Lender pursuant to Section 2.07(e) or 2.18(b) or
in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Commitment, as applicable. The initial aggregate amount of the
Lenders' Commitments is $350,000,000.

                  "COMMITMENT INCREASE" has the meaning set forth in Section
2.07(e).

                  "COMMITMENT INCREASE DATE" has the meaning set forth in
Section 2.07(e).

                  "COMPETITIVE", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans constituting such
Borrowing, are made pursuant to Section 2.04.

                  "COMPETITIVE BID" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

                  "COMPETITIVE BID RATE" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

                  "COMPETITIVE BID REQUEST" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

                  "CONSENT DATE" has the meaning set forth in Section 2.18(a).

                  "CONSOLIDATED NET WORTH" means, at any date, the Net Worth of
the Borrower and the Consolidated Subsidiaries on such date, determined on a
consolidated basis in accordance with GAAP.

                  "CONSOLIDATED SUBSIDIARY" means, for any Person, each
Subsidiary of such Person (whether now existing or hereafter created or
acquired) the financial statements of which shall be



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<PAGE>   10
                                     - 6 -


(or should have been) consolidated with the financial statements of such Person
in accordance with GAAP.

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

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

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

                  "EQUITY INVESTMENT" means the aggregate equity investment of
the Borrower in the Subsidiaries as determined in accordance with GAAP.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any



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<PAGE>   11
                                     - 7 -


Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "EURODOLLAR", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
bearing interest at a rate determined by reference to (a) in the case of a
Syndicated Loan or a Syndicated Borrowing, the Adjusted LIBO Rate, or (b) in the
case of a Competitive Loan or a Competitive Borrowing, the LIBO Rate.

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

                  "EXCLUDED TAXES" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.17(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement or is attributable to such Foreign Lender's failure or
inability (other than as a result of a Change in Law) to comply with Section
2.15(e), except to the extent that such Foreign Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.15(a).

                   "EXISTING REVOLVING CREDIT TERMINATION DATE" has the meaning
set forth in Section 2.18(a).

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



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<PAGE>   12
                                     - 8 -


                  "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "FIXED RATE" means, with respect to any Competitive Loan
(other than a Competitive Eurodollar Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid. When used in reference to any Loan or Borrowing, "FIXED RATE" refers to
whether such Loan, or the Loans constituting such Borrowing, are Competitive
Loans bearing interest at a Fixed Rate.

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

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States of America, or of any other nation, or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "GRANTING LENDER" has the meaning forth set forth in Section
9.04(b).

                  "GUARANTEE" of or by any Person (the "GUARANTOR") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; PROVIDED that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.



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<PAGE>   13
                                     - 9 -


                  "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "INCREASING LENDER" has the meaning set forth in Section
2.07(e).

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances and
(k) all obligations in respect of Hedging Agreements. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

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

                  "INDEX DEBT" means senior, unsecured, long-term indebtedness
for borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

                  "INFORMATION" has the meaning set forth in Section 9.12(b).

                  "INSURED SUBSIDIARY" means any insured depositary institution
(as defined in 12 U.S.C. Sec. 1813(c) (or any successor provision), as amended,
reenacted or redesignated from time to time, that is controlled (within the
meaning of 12 U.S.C. Sec. 1841 (or any successor provision), as amended,
reenacted or redesignated from time to time) by the Borrower.



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<PAGE>   14
                                     - 10 -


                  "INTANGIBLES" means, with respect to any Person at any date,
the amount of all assets of such Person that would be classified as intangible
assets in accordance with GAAP, but in any event including unamortized debt
discount and expense, unamortized organization and reorganization expense, costs
in excess of the net asset value of acquired companies, patents, copyrights,
trade or service marks, franchises, trade names, goodwill and the amount of any
write-up in the book value of any assets resulting from any revaluation (other
than (a) revaluations of tangible assets arising out of purchase accounting
adjustments, (b) revaluations arising out of foreign currency valuations in
accordance with GAAP, and (c) revaluations pursuant to the Statement of
Financial Accounting Standards No. 115) thereof after December 31, 2000.

                  "INTEREST ELECTION REQUEST" means a request by the Borrower to
convert or continue a Syndicated Borrowing in accordance with Section 2.06.

                  "INTEREST PAYMENT DATE" means (a) with respect to any ABR
Loan, each Quarterly Date, (b) with respect to any Eurodollar Loan, the last day
of each Interest Period therefor and, in the case of any Interest Period for a
Eurodollar Loan of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at three-month intervals after the first
day of such Interest Period and (c) with respect to any Fixed Rate Loan, the
last day of the Interest Period therefor and, in the case of any Interest Period
for a Fixed Rate Loan of more than 90 days' duration (unless otherwise specified
in the applicable Competitive Bid Request), each day prior to the last day of
such Interest Period that occurs at 90-day intervals after the first day of such
Interest Period, and any other dates that are specified in the applicable
Competitive Bid Request as Interest Payment Dates with respect to such Loan.

                  "INTEREST PERIOD" means:

                  (a) for any Syndicated Eurodollar Loan or Borrowing, the
         period commencing on the date of such Loan or Borrowing and ending on
         the numerically corresponding day in the calendar month that is one,
         two, three or six months thereafter, as specified in the applicable
         Borrowing Request or Interest Election Request;

                  (b) for any Competitive Eurodollar Loan or Borrowing, the
         period commencing on the date of such Loan or Borrowing and ending on
         the numerically corresponding day in the calendar month that is one,
         two, three or six months thereafter, as specified in the applicable
         Competitive Bid Request; and

                  (c) for any Fixed Rate Loan or Borrowing, the period (which
         shall not be less than seven days or more than 360 days) commencing on
         the date of such Loan or Borrowing and ending on the date specified in
         the applicable Competitive Bid Request;



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<PAGE>   15
                                     - 11 -


PROVIDED that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Loan initially shall be the date on which such
Loan is made and, in the case of a Syndicated Loan, thereafter shall be the
effective date of the most recent conversion or continuation of such Loan, and
the date of a Syndicated Borrowing comprising Loans that have been converted or
continued shall be the effective date of the most recent conversion or
continuation of such Loans.

                  "LENDER AFFILIATE" means, with respect to any Lender, (a) an
Affiliate of such Lender or (b) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "LENDERS" means the Persons listed on Schedule I and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, as an Assuming Lender pursuant to Section 2.07(e) or as an
Additional Commitment Lender pursuant to Section 2.18(b), other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance.

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



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<PAGE>   16
                                     - 12 -


                  "LIEN" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "LOAN DOCUMENTS" means (i) this Agreement, the promissory
notes (if any) issued pursuant to Section 2.08(f) and the agreements referred to
in Section 2.10(c) and (ii) any amendment, supplement, modification, consent or
waiver of, to or in respect of the foregoing.

                  "LOAN LOSS RESERVES" means, with respect to the Borrower at
any date, the aggregate reserves for loan losses of the Borrower and the
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

                  "LOANS" means the loans made by the Lenders to the Borrower
pursuant to this Agreement, and shall include Competitive Loans.

                  "MARGIN" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

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

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, assets, operations, condition, financial or otherwise, or
prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability
of the Borrower to perform any of its obligations under this Agreement or (c)
the rights of or benefits available to the Lenders under this Agreement.

                  "MATERIAL INDEBTEDNESS" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Borrower and its Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the
"PRINCIPAL amount" of the obligations of any Person in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Person would be required to pay if such
Hedging Agreement were terminated at such time.

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


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<PAGE>   17
                                     - 13 -


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

                  "NET WORTH", with respect to any Person at any date, means (i)
all amounts which would be included under shareholders' equity on a balance
sheet of such Person determined in accordance with GAAP, less (ii) such Person's
treasury stock, to the extent reflected in (i).

                  "NON-EXTENDING LENDER" has the meaning set forth in Section
2.18(a).

                  "NONPERFORMING ASSETS" means, as at any date, the sum, for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) of the following: (a) nonaccrual loans PLUS
(b) accruing loans past due 90 days or more PLUS (c) restructured loans and
leases PLUS (d) other real estate owned.

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

                  "PARTICIPANT" has the meaning forth set forth in Section
9.04(e).

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

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

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

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

                  "QUARTERLY DATES" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.



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<PAGE>   18
                                     - 14 -


                  "REGISTER" has the meaning set forth in Section 9.04(c).

                  "REGULATION T" means Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

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

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

                  "REGULATION Y" means Regulation Y of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

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

                  "REQUIRED LENDERS" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing at least a
majority of the sum of the total Revolving Credit Exposures and unused
Commitments at such time (PROVIDED that, for purposes of declaring the Loans to
be due and payable pursuant to Article VII, and for all purposes after the Loans
become due and payable pursuant to Article VII or the Commitments expire or
terminate, the outstanding Competitive Loans of the Lenders shall be included in
their respective Revolving Credit Exposures in determining the Required
Lenders).

                  "REQUIREMENT OF LAW" means, as to any Person, the certificate
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 means any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.

                  "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender
at any time, the aggregate outstanding principal amount of such Lender's
Syndicated Loans at such time.

                  "REVOLVING CREDIT TERMINATION DATE" means April 12, 2005,
subject to extension as provided in Section 2.18.


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<PAGE>   19
                                     - 15 -



                  "RISK ADJUSTED ASSETS" means, with reference to the Borrower,
at any time, the Borrower's total weighted risk assets at such time as defined
and determined in accordance with Regulation Y.

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

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary which, at the
time any determination is being made, constitutes a "significant subsidiary" as
defined in Rule 1-02 of Regulation S-X of the Securities and Exchange
Commission, 17 C.F.R. Sec. 210.1-02, as in effect on the date hereof.

                  "SPV" has the meaning forth set forth in Section 9.04(b).

                  "STATUTORY RESERVE RATE" means, for the Interest Period for
any Syndicated Eurodollar Borrowing, 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 arithmetic mean, taken over each day in such Interest Period, of
the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject for eurocurrency
funding (currently referred to as "Eurocurrency liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "SUBSIDIARY" means, with respect to any Person (the "PARENT")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other 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, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, 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. Unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

                  "SYNDICATED", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are made
pursuant to Section 2.01.



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<PAGE>   20
                                     - 16 -


                  "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "TIER 1 CAPITAL" means, with reference to the Borrower, at any
time, the Borrower's Tier 1 capital at such time as defined and determined in
accordance with Regulation Y.

                  "TRANSACTIONS" means the execution, delivery and performance
by the Borrower of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

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

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

                  SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Competitive Loan"), by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Competitive Eurodollar Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Competitive Borrowing"), by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Competitive
Eurodollar Borrowing").

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



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<PAGE>   21
                                     - 17 -


tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; PROVIDED
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. To enable the ready
and consistent determination of compliance with the covenants set forth in
Article VI, the Borrower will not change the last day of its fiscal year from
December 31, or the last days of the first three fiscal quarters in each of its
fiscal years from March 31, June 30 and September 30, respectively.

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. THE COMMITMENTS. Subject to the terms and
conditions set forth herein, each Lender agrees to make Syndicated Loans to the
Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (a) such Lender's Revolving Credit
Exposure exceeding such Lender's Commitment or (b) the sum of the total
Revolving Credit Exposures PLUS the aggregate principal amount of outstanding
Competitive Loans exceeding the total Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Syndicated Loans.

                  SECTION 2.02.  LOANS AND BORROWINGS.

                  (a) OBLIGATIONS OF LENDERS. Each Syndicated Loan shall be made
as part of a Borrowing consisting of Loans of the same Type made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; PROVIDED that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.



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<PAGE>   22
                                     - 18 -


                  (b) TYPE OF LOANS. Subject to Section 2.12, (i) each
Syndicated Borrowing shall be constituted entirely of ABR Loans or of Eurodollar
Loans as the Borrower may request in accordance herewith, and (ii) each
Competitive Borrowing shall be constituted entirely of Eurodollar Loans or Fixed
Rate Loans as the Borrower may request in accordance herewith. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; PROVIDED that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.

                  (c) MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS. Each
Syndicated Eurodollar Borrowing shall be in an aggregate amount of $5,000,000 or
a larger multiple of $1,000,000. Each ABR Borrowing shall be in an aggregate
amount equal to $5,000,000 or a larger multiple of $1,000,000; PROVIDED that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments. Each Competitive Borrowing shall be in an
aggregate amount equal to $10,000,000 or a larger multiple of $1,000,000.
Borrowings of more than one Class and Type may be outstanding at the same time;
PROVIDED that there shall not at any time be more than a total of seven
Syndicated Eurodollar Borrowings outstanding.

                  (d) LIMITATIONS ON INTEREST PERIODS. Notwithstanding any other
provision of this Agreement, the Borrower shall not be entitled to request (or
to elect to convert to or continue as a Syndicated Eurodollar Borrowing) any
Borrowing if the Interest Period requested therefor would end after the
Revolving Credit Termination Date.

                  SECTION 2.03.  REQUESTS FOR SYNDICATED BORROWINGS.

                  (a) NOTICE BY THE BORROWER. To request a Syndicated Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(i) in the case of a Syndicated Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (ii) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower.

                  (b) CONTENT OF BORROWING REQUESTS. Each telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

                  (i)  the aggregate amount of the requested Borrowing;

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


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<PAGE>   23
                                     - 19 -



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

                  (iv) in the case of a Syndicated Eurodollar Borrowing, the
         Interest Period therefor, which shall be a period contemplated by the
         definition of the term "Interest Period" and permitted under Section
         2.02(d); and

                  (v) the location and number of the Borrower's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

                  (c) NOTICE BY THE ADMINISTRATIVE AGENT TO THE LENDERS.
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  (d) FAILURE TO ELECT. If no election as to the Type of a
Syndicated Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing. If no Interest Period is specified with respect to any requested
Syndicated Eurodollar Borrowing, then the requested Borrowing shall be made
instead as an ABR Borrowing.

                  SECTION 2.04.  COMPETITIVE BID PROCEDURE.

                  (a) REQUESTS FOR BIDS BY THE BORROWER. Subject to the terms
and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; PROVIDED
that the sum of the total Revolving Credit Exposures PLUS the aggregate
principal amount of outstanding Competitive Loans at any time shall not exceed
the total Commitments. To request Competitive Bids, the Borrower shall notify
the Administrative Agent of such request by telephone, in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; PROVIDED that the
Borrower may submit up to (but not more than) three Competitive Bid Requests on
the same day, but a Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02:



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<PAGE>   24
                                     - 20 -


                  (i) the aggregate amount of the requested Borrowing;

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

                  (iii) whether such Borrowing is to be a Eurodollar Borrowing
         or a Fixed Rate Borrowing;

                  (iv) the Interest Period for such Borrowing, which shall be a
         period contemplated by the definition of the term "Interest Period" and
         permitted under Section 2.02(d); and

                  (v) the location and number of the Borrower's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

                  (b) MAKING OF BIDS BY LENDERS. Each Lender may (but shall not
have any obligation to) make one or more Competitive Bids to the Borrower in
response to a Competitive Bid Request. Each Competitive Bid by a Lender must be
in a form approved by the Administrative Agent and must be received by the
Administrative Agent by telecopy, in the case of a Competitive Eurodollar
Borrowing, not later than 9:30 a.m., New York City time, three Business Days
before the proposed date of such Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of
such Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender of such
rejection as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount (which shall be $5,000,000 or a larger 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 Lender is
willing to make, (ii) the Competitive Bid Rate or Competitive Bid Rates at which
the Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period for each such Loan and the last day thereof.

                  (c) NOTIFICATION OF BIDS BY ADMINISTRATIVE AGENT. The
Administrative Agent shall promptly notify the Borrower by telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive Bid
and the identity of the Lender that shall have made such Competitive Bid.

                  (d) ACCEPTANCE OF BIDS BY THE BORROWER. Subject only to the
provisions of this paragraph, the Borrower may accept or reject any Competitive
Bid. The Borrower shall notify the



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                                     - 21 -


Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Competitive Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, on the proposed date
of the Competitive Borrowing; PROVIDED that (i) the failure of the Borrower to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Borrower shall not accept a Competitive Bid made at a particular Competitive
Bid Rate if the Borrower rejects 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 aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) of this proviso, the Borrower may accept
Competitive Bids at the same Competitive Bid Rate in part, 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, and
(v) except pursuant to clause (iv) of this proviso, no Competitive Bid shall be
accepted for a Competitive Loan unless such Competitive Loan is in a principal
amount of $10,000,000 or a larger multiple of $1,000,000; PROVIDED FURTHER that
if a Competitive Loan must be in an amount less than $10,000,000 because of the
provisions of clause (iv) of the first proviso of this paragraph, such
Competitive Loan may be in an amount of $1,000,000 or any 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 such clause
(iv) the amounts shall be rounded to multiples of $1,000,000 in a manner
determined by the Borrower. A notice given by the Borrower pursuant to this
paragraph shall be irrevocable.

                  (e) NOTIFICATION OF ACCEPTANCES BY THE ADMINISTRATIVE AGENT.
The Administrative Agent shall promptly notify each bidding Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

                  (f) BIDS BY THE ADMINISTRATIVE AGENT. If the Administrative
Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it
shall submit such Competitive Bid directly to the Borrower at least one quarter
of an hour earlier than the time by which the other Lenders are required to
submit their Competitive Bids to the Administrative Agent pursuant to paragraph
(b) of this Section.

                  SECTION 2.05.  FUNDING OF BORROWINGS.

                  (a) FUNDING BY LENDERS. Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by


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                                     - 22 -


12:00 noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request or Competitive Bid Request.

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

                  SECTION 2.06.  INTEREST ELECTIONS.

                  (a) ELECTIONS BY THE BORROWER FOR SYNDICATED BORROWINGS. The
Loans constituting each Syndicated Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Syndicated
Eurodollar Borrowing, shall have the Interest Period specified in such Borrowing
Request. Thereafter, the Borrower may elect to convert such Borrowing to a
Borrowing of a different Type or to continue such Borrowing as a Borrowing of
the same Type and, in the case of a Syndicated Eurodollar Borrowing, may elect
the Interest Period therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans constituting such Borrowing, and the Loans
constituting each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.



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                                     - 23 -


                  (b) NOTICE OF ELECTIONS. To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if the Borrower were requesting a Syndicated Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the Borrower.

                  (c) CONTENT OF INTEREST ELECTION REQUESTS. Each telephonic and
written Interest Election Request shall specify the following information in
compliance with Section 2.02:

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

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

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

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period therefor after giving effect to such election, which
         shall be a period contemplated by the definition of the term "Interest
         Period" and permitted under Section 2.02(d); PROVIDED that if no
         Interest Period is specified in any Interest Election Request for which
         the resulting Borrowing is a Eurodollar Borrowing, the Borrower shall
         be deemed to have selected an Interest Period of one month's duration.

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

                  (e) FAILURE TO ELECT; EVENTS OF DEFAULT. If the Borrower fails
to deliver a timely and complete Interest Election Request with respect to a
Syndicated Eurodollar Borrowing prior to the end of the Interest Period
therefor, then, unless such Borrowing is repaid as provided herein, at the end
of such Interest Period such Borrowing shall be converted to an ABR Borrowing.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Syndicated


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                                     - 24 -


Borrowing may be converted to or continued as a Syndicated Eurodollar Borrowing
and (ii) unless repaid, each Syndicated Eurodollar Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period therefor.

                  SECTION 2.07. TERMINATION, REDUCTION AND INCREASE OF THE
COMMITMENTS.

                  (a) SCHEDULED TERMINATION. Unless previously terminated, the
Commitments shall terminate on the Revolving Credit Termination Date.

                  (b) VOLUNTARY TERMINATION OR REDUCTION. The Borrower may at
any time terminate, or from time to time reduce, the Commitments; PROVIDED that
(i) each reduction of the Commitments shall be in an amount that is $5,000,000
or a larger multiple of $1,000,000 and (ii) the Borrower shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of
the Syndicated Loans in accordance with Section 2.09, the sum of the total
Revolving Credit Exposures PLUS the aggregate principal amount of outstanding
Competitive Loans would exceed the total Commitments.

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

                  (d) EFFECT OF TERMINATION OR REDUCTION. Any termination or
reduction of the Commitments shall be permanent. Each reduction of the
Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.

                  (e)  INCREASE OF THE COMMITMENTS.

                  (i) REQUESTS FOR INCREASE BY BORROWER. The Borrower may, at
         any time (but in no event more frequently that once during any three
         month period), propose that the aggregate amount of the Commitments
         hereunder be increased (each such proposed increase being a "COMMITMENT
         INCREASE") by notice to the Administrative Agent, specifying each
         existing Lender (each an "INCREASING LENDER") and/or each additional
         lender (each an "ASSUMING LENDER") that will be providing an additional
         Commitment and the date on which such increase is to be effective (the
         "COMMITMENT INCREASE DATE"), which shall be a Business



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                                     - 25 -


         Day at least three Business Days after delivery of such notice and 30
         days prior to the Revolving Credit Termination Date; PROVIDED that:

                           (A) each proposed Commitment Increase shall be in the
                  aggregate amount of at least $25,000,000 or a multiple of
                  $5,000,000 in excess thereof; PROVIDED that the minimum amount
                  of the Commitment of any Assuming Lender as part of such
                  Commitment Increase shall be $25,000,000 or a multiple of
                  $1,000,000 in excess thereof;

                           (B) immediately after giving effect to such
                  Commitment Increase, the aggregate amount of the Commitments
                  hereunder shall not exceed $500,000,000;

                           (C) no Default shall have occurred and be continuing
                  on such Commitment Increase Date or shall result from the
                  proposed Commitment Increase;

                           (D) the representations and warranties contained in
                  this Agreement shall be true and correct on and as of the
                  Commitment Increase Date as if made on and as of such date
                  (or, if any such representation or warranty is expressly
                  stated to have been made as of a specific date, as of such
                  specific date); and

                           (E) immediately after giving effect to such
                  Commitment Increase, no Lender shall hold more than 20% of the
                  aggregate amount of the Commitments.

                  (ii) EFFECTIVENESS OF COMMITMENT INCREASE BY BORROWER. The
         Assuming Lender, if any, shall become a Lender hereunder as of such
         Commitment Increase Date and the Commitment of any Increasing Lender
         and such Assuming Lender shall be increased as of such Commitment
         Increase Date; PROVIDED that:

                           (x) the Administrative Agent shall have received on
                  or prior to 9:00 a.m., New York City time, on such Commitment
                  Increase Date a certificate of a duly authorized officer of
                  the Borrower stating that each of the applicable conditions to
                  such Commitment Increase set forth in this paragraph (e) has
                  been satisfied;

                           (y) with respect to each Assuming Lender, the
                  Administrative Agent shall have received, on or prior to 9:00
                  a.m., New York City time, on such Commitment Increase Date, an
                  agreement, in form and substance satisfactory to the Borrower
                  and the Administrative Agent, pursuant to which such Assuming
                  Lender shall, effective as of such Commitment Increase Date,
                  undertake a Commitment, duly executed by such Assuming



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<PAGE>   30
                                     - 26 -


                  Lender and the Borrower and acknowledged by the Administrative
                  Agent; and

                           (z) each Increasing Lender shall have delivered to
                  the Administrative Agent, on or prior to 9:00 a.m., New York
                  City time, on such Commitment Increase Date, confirmation in
                  writing satisfactory to the Administrative Agent as to its
                  increased Commitment, with a copy of such confirmation to the
                  Borrower.

                  (iii) RECORDATION INTO REGISTER. Upon its receipt of
         confirmation from a Lender that it is increasing its Commitment
         hereunder, together with the certificate referred to in clause (ii)(x)
         above, the Administrative Agent shall (A) record the information
         contained therein in the Register and (B) give prompt notice thereof to
         the Borrower. Upon its receipt of an agreement referred to in clause
         (ii)(y) above executed by an Assuming Lender, together with the
         certificate referred to in clause (ii)(x) above, the Administrative
         Agent shall, if such agreement has been completed, (x) accept such
         agreement, (y) record the information contained therein in the Register
         and (z) give prompt notice thereof to the Borrower.

                  (iv) ADJUSTMENTS OF BORROWINGS UPON EFFECTIVENESS OF INCREASE.
         In the event that the Administrative Agent shall have received notice
         from the Borrower as to any agreement with respect to a Commitment
         Increase on or prior to the relevant Commitment Increase Date and the
         actions provided for in clauses (ii)(x) through (ii)(z) above shall
         have occurred by 9:00 a.m., New York City time, on such Commitment
         Increase Date, the Administrative Agent shall notify the Lenders
         (including any Assuming Lenders) of the occurrence of such Commitment
         Increase Date promptly on such date by facsimile transmission or
         electronic messaging system. On the date of such Commitment Increase,
         the Borrower shall (A) prepay the outstanding Syndicated Loans (if any)
         in full, (B) simultaneously borrow new Syndicated Loans hereunder in an
         amount equal to such prepayment, so that, after giving effect thereto,
         the Syndicated Loans are held ratably by the Lenders in accordance with
         the respective Commitments of such Lenders (after giving effect to such
         Commitment Increase) and (C) pay to the Lenders the amounts, if any,
         payable under Section 2.14.

                  SECTION 2.08.  REPAYMENT OF LOANS; EVIDENCE OF DEBT.

                  (a) REPAYMENT. The Borrower hereby unconditionally promises to
pay the Loans as follows:



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                                     - 27 -


                  (i) to the Administrative Agent for account of the Lenders the
         outstanding principal amount of the Syndicated Loans on the Revolving
         Credit Termination Date, and

                  (ii) to the Administrative Agent for account of the respective
         Lender the then unpaid principal amount of each Competitive Loan of
         such Lender on the last day of the Interest Period therefor.

                  (b) MANNER OF PAYMENT. Prior to any repayment or prepayment of
any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings
to be paid and shall notify the Administrative Agent by telephone (confirmed by
telecopy) of such selection not later than 11:00 a.m., New York City time, three
Business Days before the scheduled date of such repayment; PROVIDED that each
repayment of Borrowings shall be applied to repay any outstanding ABR Borrowings
before any other Borrowings. If the Borrower fails to make a timely selection of
the Borrowing or Borrowings to be repaid or prepaid, such payment shall be
applied, first, to pay any outstanding ABR Borrowings and, second, to other
Borrowings in the order of the remaining duration of their respective Interest
Periods (the Borrowing with the shortest remaining Interest Period to be repaid
first), and for these purposes, Competitive Loans shall be deemed to be in the
same Class as Syndicated Loans. Each payment of a Syndicated Borrowing shall be
applied ratably to the Loans included in such Borrowing.

                  (c) MAINTENANCE OF RECORDS BY LENDERS. Each Lender shall
maintain in accordance with its usual practice records evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

                  (d) MAINTENANCE OF RECORDS BY THE ADMINISTRATIVE AGENT. The
Administrative Agent shall maintain records in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and each Interest
Period therefor, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and (iii)
the amount of any sum received by the Administrative Agent hereunder for account
of the Lenders and each Lender's share thereof.

                  (e) EFFECT OF ENTRIES. The entries made in the records
maintained pursuant to paragraph (c) or (d) of this Section shall be PRIMA FACIE
evidence of the existence and amounts of the obligations recorded therein;
PROVIDED that the failure of any Lender or the Administrative Agent to maintain
such records or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this
Agreement.

                  (f) PROMISSORY NOTES. Any Lender may request that Loans made
by it be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to such
Lender (or, if requested by such Lender, to such



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<PAGE>   32
                                     - 28 -


Lender and its registered assigns) and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).

                  SECTION 2.09.  PREPAYMENT OF LOANS.

                  (a) RIGHT TO PREPAY BORROWINGS. The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section; PROVIDED that the Borrower
shall not have the right to prepay any Competitive Loan without the prior
consent of the Lender thereof.

                  (b) NOTICES, ETC. The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in
the case of prepayment of a Syndicated Eurodollar Borrowing or of a Competitive
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of prepayment or (ii) in the case of prepayment of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; PROVIDED that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.07, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.07. Promptly
following receipt of any such notice relating to a Syndicated Borrowing or
Competitive Borrowing, the Administrative Agent shall advise the relevant
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Syndicated Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.11 and shall be made in the manner specified in Section 2.08(b).

                  SECTION 2.10.  FEES.

                  (a) FACILITY FEE. The Borrower agrees to pay to the
Administrative Agent for account of each Lender a facility fee, which shall
accrue at the Applicable Margin on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the date
hereof to but excluding the earlier of the date such Commitment terminates and
the Revolving Credit Termination Date; PROVIDED that, if such Lender continues
to have any Revolving Credit Exposure after its Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases



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<PAGE>   33
                                     - 29 -



to have any Revolving Credit Exposure. Accrued facility fees shall be payable on
each Quarterly Date and on the earlier of the date the Commitments terminate and
the Revolving Credit Termination Date, commencing on the first such date to
occur after the date hereof; PROVIDED that any facility fees accruing after the
date on which the Commitments terminate shall be payable on demand. All facility
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

                  (b) UTILIZATION FEE. The Borrower agrees to pay to the
Administrative Agent for account of each Lender a utilization fee, for each day
that the aggregate principal amount of the Loans (other than Competitive Loans)
shall exceed 50% of the aggregate Commitments (or at any time following the
termination of the Commitments, the aggregate Commitments in effect immediately
prior to such termination), at the Applicable Margin on the aggregate
outstanding principal amount of such Lender's Loans for such day. Accrued
utilization fees, if any, shall be payable on each Quarterly Date and on the
earlier of the date the Commitments terminate and the Revolving Credit
Termination Date, commencing on the first such date to occur after the date
hereof; PROVIDED that any utilization fees accruing after the date on which the
Commitments terminate shall be payable on demand. All utilization fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

                  (c) ADMINISTRATIVE AGENT FEES. The Borrower agrees to pay to
the Administrative Agent, for its own account, fees payable in the amounts and
at the times separately agreed upon between the Borrower and the Administrative
Agent.

                  (d) PAYMENT OF FEES. All fees payable hereunder shall be paid
on the dates due, in immediately available funds, to the Administrative Agent
for distribution, in the case of facility fees, to the Lenders entitled thereto.
Fees paid shall not be refundable under any circumstances.

                  SECTION 2.11.  INTEREST.

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

                  (b) EURODOLLAR LOANS. The Loans constituting each Eurodollar
Borrowing shall bear interest at a rate per annum equal to (i) in the case of a
Syndicated Eurodollar Borrowing, the Adjusted LIBO Rate for the Interest Period
for such Borrowing PLUS the Applicable Margin, or (ii) in the case of a
Competitive Eurodollar Borrowing, the LIBO Rate for the Interest Period for such
Borrowing PLUS (or MINUS, as applicable) the Margin applicable to such Loan.

                  (c) FIXED RATE LOANS. Each Fixed Rate Loan shall bear interest
at a rate per annum equal to the Fixed Rate applicable to such Loan.



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<PAGE>   34

                                     - 30 -


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

                  (e) PAYMENT OF INTEREST. Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan and, in the
case of Syndicated Loans, upon termination of the Commitments; PROVIDED that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the Revolving Credit Termination Date),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Syndicated Eurodollar Borrowing prior to the end of the
Interest Period therefor, accrued interest on such Borrowing shall be payable on
the effective date of such conversion.

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

                  SECTION 2.12. ALTERNATE RATE OF INTEREST. If prior to the
commencement of the Interest Period for any Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate (in the case
         of a Syndicated Eurodollar Borrowing) or the LIBO Rate (in the case of
         a Competitive Eurodollar Borrowing) for such Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders (or, in the case of a Competitive Eurodollar Borrowing, any
         Lender that is required to make a Loan included in such Borrowing) that
         the Adjusted LIBO Rate (in the case of a Syndicated Eurodollar
         Borrowing) or the LIBO Rate (in the case of a Competitive Eurodollar
         Borrowing) for such Interest Period will not adequately and fairly
         reflect the cost to such Lenders (or Lender) of making or maintaining
         their respective Loans (or its Loan) included in such Borrowing for
         such Interest Period;



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                                     - 31 -


then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Syndicated Borrowing to, or
the continuation of any Syndicated Borrowing as, a Syndicated Eurodollar
Borrowing shall be ineffective and such Syndicated Borrowing (unless prepaid)
shall be continued as, or converted to, an ABR Borrowing, (ii) if any Borrowing
Request requests a Syndicated Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing and (iii) any request by the Borrower for a Competitive
Eurodollar Borrowing shall be ineffective; PROVIDED that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests by the
Borrower for Competitive Eurodollar Borrowings may be made to Lenders that are
not affected thereby.

                  SECTION 2.13.  INCREASED COSTS.

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

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         account of, or credit extended by, any Lender (except any such reserve
         requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or Eurodollar Loans or Fixed
         Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

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



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

                  (d) DELAY IN REQUESTS. Failure or delay on the part of any
Lender to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's right to demand such compensation; PROVIDED that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than six months prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's intention to claim
compensation therefor; PROVIDED FURTHER that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

                  (e) COMPETITIVE LOANS. Notwithstanding the foregoing
provisions of this Section, a Lender shall not be entitled to compensation
pursuant to this Section in respect of any Competitive Loan if the Change in Law
that would otherwise entitle it to such compensation shall have been publicly
announced prior to submission of the Competitive Bid pursuant to which such Loan
was made.

                  SECTION 2.14. BREAK FUNDING PAYMENTS. In the event of (a) the
payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on
the last day of an Interest Period therefor (including as a result of an Event
of Default), (b) the conversion of any Syndicated Eurodollar Loan other than on
the last day of an Interest Period therefor, (c) the failure to borrow, convert,
continue or prepay any Syndicated Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.09(b) and is revoked in accordance herewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan, or (e) the assignment as a result of a request by the Borrower
pursuant to Section 2.17(b) of any Syndicated Eurodollar Loan other than on the
last day of an Interest Period therefor or of any Competitive Loan, then, in any
such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, the loss
to any Lender attributable to any such event shall be deemed to include an
amount determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to



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the Adjusted LIBO Rate (in the case of a Syndicated Eurodollar Loan) or the LIBO
Rate (in the case of a Competitive Eurodollar Loan) for such Interest Period,
OVER (ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for Dollar deposits from other banks in the eurodollar
market at the commencement of such period. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

                  SECTION 2.15.  TAXES.

                  (a) PAYMENTS FREE OF TAXES. Any and all payments by or on
account of any obligation of the Borrower hereunder shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; PROVIDED that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) 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) PAYMENT OF OTHER TAXES BY THE BORROWER. In addition, the
Borrower shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

                  (c) INDEMNIFICATION BY THE BORROWER. The Borrower shall
indemnify the Administrative Agent and each Lender, within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent or such Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

                  (d) EVIDENCE OF PAYMENTS. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such


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                                     - 34 -


Governmental Authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.

                  (e) FOREIGN LENDERS. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

                  SECTION 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING
OF SET-OFFS.

                  (a) PAYMENTS BY THE BORROWER. The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest or
fees, or under Section 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 noon,
New York City time, on the date when due, in immediately available funds,
without set-off or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except payments pursuant to
Sections 2.13, 2.14, 2.15 and 9.03, which shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in Dollars.

                  (b) APPLICATION OF INSUFFICIENT PAYMENTS. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied (i) first, to pay interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, to pay principal
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties.

                  (c) PRO RATA TREATMENT. Except to the extent otherwise
provided herein: (i) each Syndicated Borrowing shall be made from the Lenders,
each payment of facility fee and utilization fee under Section 2.10 shall be
made for account of the Lenders, and each termination or reduction of the amount
of the Commitments under Section 2.07 shall be applied to the respective
Commitments of the Lenders, pro rata according to the amounts of their
respective Commitments;



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                                     - 35 -


(ii) each Syndicated Borrowing shall be allocated pro rata among the Lenders
according to the amounts of their respective Commitments (in the case of the
making of Syndicated Loans) or their respective Loans that are to be included in
such Borrowing (in the case of conversions and continuations of Loans); (iii)
each payment or prepayment of principal of Syndicated Loans by the Borrower
shall be made for account of the Lenders pro rata in accordance with the
respective unpaid principal amounts of the Syndicated Loans held by them; and
(iv) each payment of interest on Syndicated Loans by the Borrower shall be made
for account of the Lenders pro rata in accordance with the amounts of interest
on such Loans then due and payable to the respective Lenders.

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

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



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                                     - 36 -


date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the Federal Funds Effective Rate.

                  (f) CERTAIN DEDUCTIONS BY THE ADMINISTRATIVE AGENT. If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(b) or 2.16(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied obligations
are fully paid.

                  SECTION 2.17.  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

                  (a) DESIGNATION OF A DIFFERENT LENDING OFFICE. If any Lender
requests compensation under Section 2.13, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for account of
any Lender pursuant to Section 2.15, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

                  (b) REPLACEMENT OF LENDERS. If any Lender requests
compensation under Section 2.13, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account of any
Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to
fund Loans hereunder, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive Loans
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); PROVIDED that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans (other than Competitive Loans), accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.13 or payments required
to be made pursuant to Section 2.15, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be



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                                     - 37 -


required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                  SECTION 2.18.  EXTENSION OF REVOLVING CREDIT TERMINATION DATE.

                  (a) REQUEST FOR EXTENSION. The Borrower may, by notice to the
Administrative Agent (which shall promptly deliver a copy to each of the
Lenders) not less than 45 days and not more than 60 days prior to the first
anniversary of the Closing Date or, with respect to such second additional
extension, the second anniversary of the Closing Date (in each case, the
"ANNIVERSARY DATE"), request that the Lenders extend the Revolving Credit
Termination Date for an additional year from the Revolving Credit Termination
Date then in effect hereunder (the "EXISTING REVOLVING CREDIT TERMINATION
DATE"); PROVIDED that the Borrower may request only two extensions pursuant to
this Section 2.18. Each Lender, acting in its sole discretion, shall, by notice
to the Borrower and the Administrative Agent given not less than 20 days and not
more than 30 days prior to the Anniversary Date (the "CONSENT DATE"), advise the
Borrower whether or not such Lender agrees to such extension; PROVIDED that each
Lender that determines not to extend the Revolving Credit Termination Date (a
"NON-EXTENDING LENDER") shall notify the Administrative Agent (which shall
notify the Borrower) of such fact promptly after such determination (but in any
event no later than the Consent Date) and any Lender that does not advise the
Borrower on or before the Consent Date will be deemed to be a Non-extending
Lender. The election of any Lender to agree to such extension shall not obligate
any other Lender to agree.

                  Notwithstanding anything herein or in Section 2.18(c) to the
contrary, (i) the Commitment of each Non-extending Lender that is not replaced
pursuant to Section 2.18(b) shall remain in effect until, and shall be reduced
to zero on, such Existing Revolving Credit Termination Date and thereafter such
Non-extending Lender shall have no further obligation hereunder to make any
Loans and (ii) all amounts owing to such Non-extending Lender shall be paid in
full on such Existing Revolving Credit Termination Date.

                  (b) REPLACEMENT OF NON-EXTENDING LENDERS. The Borrower shall
have the right on or before the Anniversary Date to replace any Non-extending
Lender with one or more other lenders (which may include any existing Lender)
(each prior to the Anniversary Date, an "ADDITIONAL COMMITMENT LENDER") with the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld), each of which Additional Commitment Lenders shall have entered into
an agreement in form and substance satisfactory to the Borrower and the
Administrative Agent pursuant to which such Additional Commitment Lender shall,
effective as of the Anniversary Date, undertake a Commitment (if any such
Additional Commitment Lender is a Lender, its Commitment shall be in addition to
such Lender's Commitment hereunder on such date). If there are Loans outstanding
on the Anniversary Date, such Non-extending Lender shall



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                                     - 38 -


assign, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests and rights in respect of any
outstanding Loans (excluding any Competitive Loans) held by it to such
Additional Commitment Lender(s); PROVIDED that on the Anniversary Date such
Non-extending Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans), accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts).

                  (c) EFFECTIVENESS OF EXTENSION. If (and only if) Lenders
holding Commitments that aggregate at least 66-2/3% of the aggregate amount of
the Commitments on the Consent Date shall have agreed to extend the Existing
Revolving Credit Termination Date and the Administrative Agent shall have given
its approval (which approval shall not be unreasonably withheld), then,
effective as of the Anniversary Date, the Existing Revolving Credit Termination
Date shall be extended to the date one year after the Existing Revolving Credit
Termination Date (PROVIDED that, if such date is not a Business Day, then such
Revolving Credit Termination Date as so extended shall be the next preceding
Business Day) and each Additional Commitment Lender shall thereupon become a
"Lender" for all purposes of this Agreement.

                  Notwithstanding the foregoing, the extension of the Existing
Revolving Credit Termination Date shall not be effective with respect to any
Lender unless:

                  (i) no Default shall have occurred and be continuing on each
         of the date of the notice requesting such extension or on the Existing
         Revolving Credit Termination Date; and

                  (ii) each of the representations and warranties of the
         Borrower in this Agreement shall be true and correct on and as of each
         of the date of the notice requesting such extension and the Existing
         Revolving Credit Termination Date with the same force and effect as if
         made on and as of each date (or, if any such representation or warranty
         is expressly stated to have been made as of a specific date, as of such
         specific date).



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                                     - 39 -


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. FINANCIAL CONDITION. The consolidated balance
sheets of the Borrower and its Consolidated Subsidiaries as at December 31, 2000
and December 31, 1999, and the related consolidated statements of income and
cash flows and changes in shareholders' equity of the Borrower and its
Consolidated Subsidiaries for each of the fiscal years ended on such dates,
reported on by Ernst & Young LLP, independent public accountants, have
heretofore been furnished by the Borrower to the Lenders, and present fairly the
consolidated financial condition of the Borrower and the consolidated results of
the operations and changes in financial condition of the Borrower and its
Consolidated Subsidiaries for the fiscal years then ended. Such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved (except as approved by such accountants and as disclosed therein).

                  SECTION 3.02. NO CHANGE. Since December 31, 2000, there has
occurred no Material Adverse Effect.

                  SECTION 3.03. CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The
Borrower and each corporate Subsidiary which is not a Bank Subsidiary is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. Each Bank Subsidiary which is a national bank
is duly organized, validly existing and in good standing under the National Bank
Act, and each Bank Subsidiary (other than any Edge Act corporation) which is not
a national bank is a corporation duly organized, validly existing, chartered as
a state bank or trust company and in good standing under the laws of the state
in which it is chartered. The Borrower and each Subsidiary (a) has all requisite
power and authority to own and operate its property and assets and to conduct
the business in which it is currently engaged, (b) is duly qualified as a
foreign corporation and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification except to the extent that the failure to
comply therewith, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, and (c) is in compliance with
all Requirements of Law except to the extent that the failure to comply
therewith, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. The Borrower is a financial holding company
duly registered with the Board under the Bank Holding Company Act of 1956, as
amended.

                  SECTION 3.04. CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. The Borrower has the corporate power and authority to execute,
deliver and perform its obligations


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                                     - 40 -


under this Agreement and to borrow hereunder and has taken all necessary
corporate action to authorize the execution, delivery and performance by the
Borrower of this Agreement and the borrowings hereunder. No consent or
authorization of, filing with, or other act by or in respect of any Governmental
Authority, is required in connection with the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability of this Agreement.
This Agreement has been duly executed and delivered on behalf of the Borrower
and constitutes a 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,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equity principles (whether
enforcement is sought by proceedings in equity or at law).

                  SECTION 3.05. NO LEGAL BAR. The execution, delivery and
performance of this Agreement, the borrowings hereunder and the use of the
proceeds thereof will not violate any Requirement of Law or any Contractual
Obligation of the Borrower or any Subsidiary, and will not result in, or
require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any Requirement of Law or
Contractual Obligation.

                  SECTION 3.06. NO MATERIAL LITIGATION. Except as set forth in
Schedule II, no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or to the knowledge of the
Borrower threatened against the Borrower or any Subsidiary or against any of its
or their respective properties (a) with respect to the Loan Documents or any of
the transactions contemplated thereby, or (b) which could reasonably be expected
to result in a Material Adverse Effect.

                  SECTION 3.07.  OWNERSHIP OF PROPERTY; LIENS.

                  (a) PROPERTY GENERALLY. The Borrower and each Subsidiary has
good record and marketable title in fee simple to or valid leasehold interests
in substantially all its real property, and good title to substantially all its
other property, and none of such property is subject to any Lien which is
prohibited by Section 6.01.

                  (b) INTELLECTUAL PROPERTY. The Borrower and each Subsidiary
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and
other intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 3.08. TAXES. Each of the Borrower and the Subsidiaries
has filed or caused to be filed all tax returns which to the knowledge of the
Borrower are required to be filed, and has paid all Taxes shown to be due and
payable on said returns or on any assessments made


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<PAGE>   45
                                     - 41 -


against it (other than those the amount or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the Borrower
or the Subsidiaries, as the case may be); and no tax liens have been filed and,
to the knowledge of the Borrower, no claims are being asserted with respect to
any such Taxes.

                  SECTION 3.09.  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, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose which entails a violation of, or which is inconsistent with, the
provisions of the Regulations of the Board, including Regulations T, U or X.

                  (c) After giving effect to the application of the proceeds of
each Loan, Margin Stock will not account for more than 25% of the value (i) of
the assets of the Borrower subject to Section 6.01 or (ii) of the assets subject
to the provisions of Section 6.02.

                  SECTION 3.10. EMPLOYEE BENEFIT PLANS. Each of the Borrower and
its ERISA Affiliates is in compliance in all material respects with the
applicable provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred in respect of any Plan
of the Borrower or any ERISA Affiliate. The present value of all benefit
liabilities under each Plan (based on those assumptions used to fund such Plan)
did not, as of the last annual valuation date applicable thereto, exceed by more
than $5,000,000 the value of the assets of such Plan, and the present value of
all benefit liabilities of all underfunded Plans (based on those assumptions
used to fund each such Plan) did not, as of the last annual valuation dates
applicable thereto, exceed by more than $5,000,000 the value of the assets of
all such underfunded Plans. 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 3.11. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT. The Borrower is not (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.



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<PAGE>   46
                                     - 42 -


                  SECTION 3.12. USE OF PROCEEDS. The Borrower will use the
proceeds of the Loans only for the general corporate purposes of itself and its
Subsidiaries in the ordinary course of business (including as back-up financing
to support the issuance of commercial paper).

                  SECTION 3.13. NO MATERIAL MISSTATEMENTS. No information,
report, financial statement, exhibit or schedule furnished by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading.

                  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, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 3.15. CAPITAL COMMITMENTS. The Borrower and the
Subsidiaries are not a party to any Capital Commitment.



                                   ARTICLE IV

                                   CONDITIONS

                  SECTION 4.01. CLOSING DATE. The effectiveness of this
Agreement and the obligations of the Lenders to make Loans hereunder shall be
conditioned upon receipt by the Administrative Agent of the following documents,
each of which shall be satisfactory to the Administrative Agent (and to the
extent specified below, to each Lender) in form and substance (or such condition
shall have been waived in accordance with Section 9.02):

                  (a) EXECUTED COUNTERPARTS. From each party hereto either (i) a
         counterpart of this Agreement signed on behalf of such party or (ii)
         written evidence satisfactory to the Administrative Agent (which may
         include telecopy transmission of a signed signature page to this
         Agreement) that such party has signed a counterpart of this Agreement.

                  (b) OPINION OF COUNSEL TO THE BORROWER. A favorable written
         opinion (addressed to the Administrative Agent and the Lenders and
         dated the Closing Date) of David L. Zoeller, general counsel of the
         Borrower, substantially in the form of Exhibit B, and covering such
         other matters relating to the Borrower, this Agreement or the
         Transactions as the Required



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                                     - 43 -


Lenders shall reasonably request (and the Borrower hereby instructs such counsel
to deliver such opinion to the Lenders and the Administrative Agent).

                  (c) OPINION OF SPECIAL NEW YORK COUNSEL TO CHASE. An opinion,
         dated the Closing Date, of Milbank, Tweed, Hadley & McCloy LLP, special
         New York counsel to Chase, substantially in the form of Exhibit C (and
         Chase hereby instructs such counsel to deliver such opinion to the
         Lenders).

                  (d) CORPORATE DOCUMENTS. Such documents and certificates as
         the Administrative Agent or its counsel may reasonably request relating
         to the organization, existence and good standing of the Borrower, the
         authorization of the Transactions and any other legal matters relating
         to the Borrower, this Agreement or the Transactions, all in form and
         substance satisfactory to the Administrative Agent and its counsel.

                  (e) OFFICER'S CERTIFICATE. A certificate, dated the Closing
         Date and signed by the President, a Vice President or a Financial
         Officer of the Borrower, confirming compliance with the conditions set
         forth in the lettered clauses of the first sentence of Section 4.02.

                  (f) PAYMENT OF FEES AND OTHER AMOUNTS. Evidence that the
         Borrower shall have paid or shall have arranged for payment of all fees
         and other amounts then due and payable to the Lenders and the
         Administrative Agent in connection with the Loan Documents and the
         Transactions, as previously agreed in writing between the Borrower and
         Chase.

                  (g) OTHER DOCUMENTS. Such other documents as the
         Administrative Agent or any Lender or special New York counsel to Chase
         may reasonably request.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Closing Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) on or prior to 3:00 p.m., New
York City time, on April 15, 2001 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

                  SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender
to make any Loan is subject to the satisfaction of the following conditions:

                  (a) the representations and warranties of the Borrower set
         forth in this Agreement (other than, with respect to any Loan made
         after the Closing Date, the representations set forth in Sections 3.02
         and 3.06) shall be true and correct on and as of the date of such Loan
         with the same effect as though made on and as of such date (or, if any
         such representation



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                                     - 44 -


         or warranty is expressly stated to have been made as of a specific
         date, as of such specific date); and

                  (b) at the time of and immediately after giving effect to such
         Loan, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in the preceding
sentence.

                                    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, the Borrower will, and will cause each of the
Subsidiaries to:

                  SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. In
the case of the Borrower, furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Borrower, the consolidated
         balance sheet of the Borrower and its Consolidated Subsidiaries as at
         the end of such year and the related consolidated statements of income
         and cash flows and changes in shareholders' equity of the Borrower and
         its Consolidated Subsidiaries for such year, audited and reported on by
         independent certified public accountants of nationally recognized
         standing and in a form reasonably acceptable to the Required Lenders;

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower, unaudited consolidated balance sheet of
         the Borrower and its Consolidated Subsidiaries as at the end of each
         such quarter and the related unaudited consolidated statements of
         income and cash flows and changes in shareholders' equity of the
         Borrower and its Consolidated Subsidiaries for such quarter and the
         portion of the fiscal year through such date, certified by a Financial
         Officer as presenting fairly the financial positions and results of
         operations of the Borrower and its Consolidated Subsidiaries and as
         having been prepared in accordance with GAAP (subject to normal
         year-end audit adjustments); all such financial statements to be
         complete and correct in all material respects and to be prepared in



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                                     - 45 -


         reasonable detail and in accordance with GAAP applied consistently
         throughout the periods reflected therein (except as approved by such
         accountants or officer, as the case may be, and disclosed therein);

                  (c) concurrently with the delivery of the financial statements
         referred to in clauses (a) and (b) above, a certificate of a
         Responsible Officer of the Borrower (i) certifying as to whether a
         Default has occurred, and if a Default has occurred specifying the
         details thereof and any actions taken or proposed to be taken with
         respect thereto, and (ii) showing in detail the calculations supporting
         such statement in respect of Sections 6.03, 6.04, and 6.05;

                  (d) within five days after the same are sent, copies of all
         financial statements and reports which the Borrower sends to its
         stockholders generally, and within five days after the same are filed,
         copies of all financial statements and periodic reports which the
         Borrower may make to, or file with, the Securities and Exchange
         Commission or any successor or analogous Governmental Authority;

                  (e) as soon as is reasonably practicable after the same
         becomes available, the "Parent Company Only Financial Statement for
         Bank Holding Companies" (report No. FR Y-9LP or any successor form of
         the Federal Reserve System) of the Borrower and the "Consolidated
         Financial Statements for Bank Holding Companies" (report No. FR Y-9C or
         any successor form of the Federal Reserve System) of the Borrower that
         the Borrower shall have filed with the Board;

                  (f) promptly upon the request of the Administrative Agent or
         any Lender, copies of all call reports of each Significant Subsidiary
         which is a Bank Subsidiary; and

                  (g) promptly, such additional financial and other information
         as the Administrative Agent or any Lender may from time to time
         reasonably request.

                  SECTION 5.02. INSPECTION OF PROPERTY; BOOKS AND RECORDS;
DISCUSSIONS. Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its business and
activities; and reasonably permit the Lenders (who shall endeavor to coordinate
the exercise of their rights under this Section in order to minimize the burden
on the Borrower), acting through representatives designated by them, to visit
and inspect (upon reasonable prior notice to the Borrower) any of its properties
and examine and make abstracts from any of its books and records, at any
reasonable time during normal business hours and as often as may reasonably be
desired, and to discuss the business, operations, properties and financial and
other condition of the



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<PAGE>   50
                                     - 46 -


Borrower and any Subsidiary with officers of the Borrower and any Subsidiary and
with the Borrower's independent public accountants.

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

                  (a)  the occurrence of any Default;

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

                  (c) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

                  Each notice pursuant to this Section shall be accompanied by a
statement of the chief executive officer or chief financial officer or treasurer
of the Borrower setting forth details of the occurrence referred to therein and
stating what action the Borrower proposes to take with respect thereto.

                  SECTION 5.04. CONTINUANCE OF BUSINESS. With respect to the
Borrower, at all times be a financial holding company duly registered with the
Board under the Bank Holding Company Act of 1956, as amended, and continue (and
will cause each Subsidiary to continue) to (a) engage in business of the same
general type as now conducted by it or any other business permitted under, and
in accordance with, the Bank Holding Company Act of 1956, as amended, and any
regulation of, or ruling or order by, the Board issued thereunder and (b) unless
otherwise permitted by this Agreement, maintain its corporate existence and keep
in full force and effect all licenses and permits necessary to the proper
conduct of its business.

                  SECTION 5.05. COMPLIANCE WITH REGULATORY STANDARDS. At all
times substantially comply with all applicable regulatory guidelines, policy
statements, regulations or other Requirements of Law and cause each Bank
Subsidiary (other than any Edge Act corporation) to maintain membership with the
Federal Deposit Insurance Corporation.

                  SECTION 5.06. PAYMENT OF OBLIGATIONS. Pay, discharge or
otherwise satisfy at or before maturity or 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
hereof, 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



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<PAGE>   51

                                     - 47 -


conformity with GAAP with respect thereto have been provided on the books of the
Borrower or any Subsidiary, as the case may be.

                  SECTION 5.07. MAINTENANCE OF PROPERTY; INSURANCE. Keep all
property useful and necessary in its business in good working order and
condition; maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and against at least such
risks (but including in any event public liability and business interruption
insurance) as are usually insured against in the same or a similar business.

                  SECTION 5.08. EMPLOYEE BENEFITS. (a) Comply in all material
respects with the applicable provisions of ERISA and the Code and (b) furnish to
the Administrative Agent (i) as soon as possible after, and in any event within
30 days after any Responsible Officer of the Borrower or any ERISA Affiliate
knows or has reason to know that, any ERISA Event has occurred that alone or
together with any other ERISA Event could reasonably be expected to result in
liability of the Borrower to the PBGC in an aggregate amount exceeding
$5,000,000, a statement of a Financial Officer setting forth details as to such
ERISA Event and the action that the Borrower proposes to take with respect
thereto, together with a copy of the notice, if any, of such ERISA 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 Code Section 414) or to appoint a trustee
to administer any such Plan 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 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.

                  SECTION 5.09. CAPITAL REQUIREMENTS. In the case of the
Borrower and each of the Bank Subsidiaries to, (a) maintain (at all times 120
days or more after the date such Person became a Bank Subsidiary) such amount of
capital as may be prescribed from time to time by each Bank Regulatory Authority
with jurisdiction over the Borrower or such Bank Subsidiary, whether by
regulation, agreement or order, and (b) ensure that each Bank Subsidiary shall
be "adequately capitalized" (within the meaning of 12 U.S.C. 1831o, as amended,
reenacted or redesignated from time to time) at all times 120 days or more after
the date such Person became a Bank Subsidiary.


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                                     - 48 -


                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  The Borrower covenants and agrees with each Lender and the
Administrative 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, 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 any of the capital stock of any Significant
Subsidiary.

                  SECTION 6.02. MERGERS, CONSOLIDATIONS AND TRANSFERS OF ASSETS.
Merge or consolidate with any other person, or sell, lease or otherwise
transfer, in one transaction or a series of related transactions, assets
representing a substantial part of the consolidated assets of the Borrower or
any capital stock of any Subsidiary, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution); PROVIDED, HOWEVER, that this Section
shall not prohibit (a) any Subsidiary from merging, liquidating into or
transferring assets to the Borrower; (b) any Subsidiary from merging or
consolidating with or transferring assets to another Subsidiary; (c) the
Borrower or any Subsidiary from transferring (including by way of any merger or
consolidation) any assets or capital stock of any Subsidiary which is not a
Significant Subsidiary, so long as the assets, capital stock and Subsidiaries
which are the subject of such transfers during any period of 12 consecutive
months would not, on a combined basis, have constituted a Significant Subsidiary
(it being agreed that any capital stock of a Subsidiary will be deemed for this
purpose to represent a percentage of the revenues and earnings of such
Subsidiary which corresponds to the percentage such capital stock being so
transferred represents of the Subsidiary's total capital stock); or (d) the
Borrower or any Subsidiary from transferring any assets or capital stock the
divestiture of which is required by any Governmental Authority in connection
with any acquisition.

                  SECTION 6.03. TIER 1 CAPITAL. Permit at any time Tier 1
Capital divided by Risk Adjusted Assets to be less than 6%.

                  SECTION 6.04. NONPERFORMING ASSETS. Permit at any time the
ratio of (a) the sum of Consolidated Net Worth and Loan Loss Reserves to (b)
Nonperforming Assets to be less than 3 to 1.

                  SECTION 6.05. DOUBLE LEVERAGE. Permit at any time the ratio of
(a) the sum of the Equity Investment in the Subsidiaries and the Intangibles of
the Borrower to (b) Consolidated Net Worth to be more than 1.30 to 1.



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                                     - 48 -


                  SECTION 6.06. USE OF PROCEEDS. Use proceeds of the Loans to
purchase shares of capital stock of any publicly traded company (other than the
Borrower) if, (a) after giving effect to such purchase, the Borrower and its
Subsidiaries would own shares (other than in a fiduciary capacity) representing
more than 5% of the aggregate ordinary voting power of the capital stock of such
company (unless such purchase shall have been approved by the board of directors
of such company) or (b) such purchase is part of an attempted hostile
acquisition.

                  SECTION 6.07. REGULATION U. In the event the proceeds of any
Loans are used to purchase or carry Margin Stock within the meaning of
Regulation U, permit at any time more than 25% of the value (determined in
accordance with Regulation U) of the assets which are subject to Sections 6.01
and 6.02 to constitute Margin Stock.

                  SECTION 6.08. CAPITAL COMMITMENTS. Enter into, assume or
suffer to exist with respect to the Borrower or any of the Subsidiaries, any
Capital Commitment (other than a Capital Commitment with respect to a Person
that became a Bank Subsidiary after the date of this Agreement, which Capital
Commitment shall be terminated not later than the first anniversary of the date
on which such Person became a Bank Subsidiary).

                                   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 made, deemed
         made or furnished; or



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                                     - 49 -


                  (d) the Borrower shall default in the observance or
         performance of any covenant, condition or agreement contained in
         Section 5.03, Section 5.09, or Article VI (other than Sections 6.03,
         6.04 and 6.05); 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 such notice by the Administrative Agent 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 Material
         Indebtedness, beyond the period of grace, if any, provided in the
         instrument or agreement under which such Material Indebtedness was
         created; or (ii) default in the observance or performance of any other
         agreement or condition relating to any Material Indebtedness 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
         Material 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 Material Indebtedness to become due prior
         to its stated maturity; or

                  (g) (i) the Borrower or any 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 Subsidiary shall make a general
         assignment for the benefit of its creditors; or (ii) there shall be
         commenced against the Borrower or any 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 90 days; or (iii) there shall be commenced against the Borrower or
         any 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 90 days from the entry thereof; or
         (iv) the Borrower or any 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; or (v) the Borrower or any


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<PAGE>   55
                                     - 50 -


         Subsidiary shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts as they become due; or

                  (h) (i) an ERISA Event or ERISA 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 reasonably could be expected to result in liability of the
         Borrower to the PBGC or to a Plan in an aggregate amount exceeding
         $5,000,000 and, within 30 days after the reporting of any such ERISA
         Event to the Administrative Agent or after the receipt by the
         Administrative Agent of a statement required pursuant to Section
         5.08(b)(iii) hereof, the Administrative Agent shall have notified the
         Borrower in writing that (A) the Required Lenders have made a
         determination that, on the basis of such ERISA Event or ERISA 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; or (iii) the PBGC shall institute
         proceedings (including giving notice of intent thereof) to terminate
         any such Plan or Plans; or

                  (i) one or more judgments or decrees shall be entered against
         the Borrower or any Subsidiary involving in the aggregate a liability
         (not paid or fully covered by insurance) of $25,000,000 or more and the
         same shall remain undischarged for a period of 30 days during which
         execution shall not be effectively stayed or any action shall be
         legally taken by a judgment creditor to levy upon assets or properties
         of the Borrower or any Significant Subsidiary to enforce any such
         judgment; or

                  (j) any Bank Subsidiary which is a Significant Subsidiary
         shall cease accepting deposits or making commercial loans on the
         instruction of any Federal, state or other regulatory body with
         authority to give such instruction other than pursuant to an
         instruction applicable to national banks generally or a substantial
         portion thereof or banks located in a particular state or substantial
         portion thereof; or

                  (k) the Comptroller of the Currency shall, pursuant to 12
         U.S.C. Sec. 55 or any successor statute, notify any Bank Subsidiary
         which is a Significant Subsidiary and a national bank, or any other
         Federal or state regulatory authority having jurisdiction to regulate
         any other Bank Subsidiary which is a Significant Subsidiary shall,
         pursuant to any comparable Federal or state statute, notify such other
         Bank Subsidiary, that such Bank Subsidiary's capital stock has become
         impaired; or any Bank Subsidiary which is a


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<PAGE>   56
                                     - 52 -


         Significant Subsidiary shall cease to be an insured bank under the
         Federal Deposit Insurance Act, as amended, and the rules and
         regulations promulgated thereunder; or

                  (1) any Insured Subsidiary as of the date hereof shall be
         required (whether or not the time allowed by the appropriate Federal
         banking agency 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. Sec. 1831o(b)(2)(C), as amended, reenacted or redesignated
         from time to time; or

                  (m) the Borrower shall Guarantee in writing (voluntarily or
         otherwise) the capital of any Insured Subsidiary as part of or in
         connection with any agreement or arrangement with any Federal banking
         agency other than in connection with obtaining regulatory approval for
         the acquisition of such Insured Subsidiary; or

                  (n)  a Change in Control shall occur;

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 Administrative Agent
may, or upon the request of the Required Lenders, the Administrative 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 Administrative Agent may, or upon the
request of the Required Lenders, the Administrative 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.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise



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                                     - 53 -


such powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.

                  The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person 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 if it were not the Administrative Agent hereunder.

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

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



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action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  The Administrative Agent may resign at any time by notifying
the Lenders and the Borrower. Upon any such resignation, the Required Lenders
shall have the right, in consultation with the Borrower, to appoint a successor.
If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Required Lenders appoint a successor
agent as provided for above in this paragraph. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

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


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

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower, to it at National City Corporation,
         National City Center, 1900 East Ninth Street, Cleveland, OH 44114-3464,
         Attention of Mr. Thomas A. Richlovsky (Telecopy No. 216-575-0412;
         Telephone No. 216-575-2126);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, 270 Park Avenue, 15th Floor, New York, New York 10017, Attention
         of Mr. Roger A. Parker (Telecopy No. 212-270-4873; Telephone No.
         212-270-3751); and

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

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Borrower and the Administrative
Agent). All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

                  SECTION 9.02.  WAIVERS; AMENDMENTS.

                  (a) NO DEEMED WAIVERS; REMEDIES CUMULATIVE. No failure or
delay by the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be



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effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) AMENDMENTS. 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 or
by the Borrower and the Administrative Agent with the consent of the Required
Lenders; PROVIDED that no such agreement shall

                  (i) increase the Commitment of any Lender without the written
         consent of such Lender,

                  (ii) reduce the principal amount of any Loan or reduce the
         rate of interest thereon, or reduce any fees payable hereunder, without
         the written consent of each Lender affected thereby,

                  (iii) postpone the scheduled date of payment of the principal
         amount of any Loan, or any interest thereon, or any fees payable
         hereunder, or reduce the amount of, waive or excuse any such payment,
         or postpone the scheduled date of expiration of any Commitment, without
         the written consent of each Lender affected thereby,

                  (iv) change Section 2.16(c) without the consent of each Lender
         affected thereby, or

                  (v) change any of the provisions of this Section or the
         percentage in the definition of the term "Required Lenders" or any
         other provision hereof specifying the number or percentage of Lenders
         required to waive, amend or modify any rights hereunder or make any
         determination or grant any consent hereunder, without the written
         consent of each Lender; and PROVIDED FURTHER that no such agreement
         shall amend, modify or otherwise affect the rights or duties of the
         Administrative Agent hereunder without the prior written consent of the
         Administrative Agent.

                  SECTION 9.03.  EXPENSES; INDEMNITY; DAMAGE WAIVER.

                  (a) COSTS AND EXPENSES. The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and


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disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made hereunder, including in connection with any workout,
restructuring or negotiations in respect thereof.

                  (b) INDEMNIFICATION BY THE BORROWER. The Borrower shall
indemnify the Administrative Agent and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an "INDEMNITEE")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, or (iii) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
PROVIDED that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

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

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

                  (e) PAYMENTS. All amounts due under this Section shall be
payable promptly after written demand therefor.



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                  SECTION 9.04.  SUCCESSORS AND ASSIGNS.

                  (a) ASSIGNMENTS GENERALLY. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

                  (b) ASSIGNMENTS BY LENDERS. Any Lender may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); PROVIDED that

                  (i) except in the case of an assignment to a Lender or Lender
         Affiliate, each of the Borrower and the Administrative Agent must give
         their prior written consent to such assignment (which consent shall not
         be unreasonably withheld),

                  (ii) except in the case of an assignment to a Lender or Lender
         Affiliate or an assignment of the entire remaining amount of the
         assigning Lender's Commitment, the amount of the Commitment of the
         assigning Lender subject to each such assignment (determined as of the
         date the Assignment and Acceptance with respect to such assignment is
         delivered to the Administrative Agent) shall not be less than
         $5,000,000 unless each of the Borrower and the Administrative Agent
         otherwise consent,

                  (iii) each partial assignment shall be made as an assignment
         of a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement, except that this clause (iii) shall
         not apply to rights in respect of outstanding Competitive Loans,

                  (iv) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Acceptance, together with
         a processing and recordation fee of $3,500, and

                  (v) the assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an Administrative Questionnaire;

PROVIDED FURTHER that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default under clause (a), (b) or
(g) of Article VII has occurred and is continuing. Upon acceptance and recording
pursuant to paragraph (d) of this Section, from and


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after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

                  Notwithstanding anything to the contrary contained herein, any
Lender (a "GRANTING LENDER") may grant to a special purpose vehicle (an "SPV")
of such Granting Lender, identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to Section 2.01,
PROVIDED that (i) nothing herein shall constitute a commitment by any SPV to
make any Loan, (ii) if an SPV elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof and (iii) the Borrower
may bring any proceeding against either the Granting Lender or the SPV in order
to enforce any rights of the Borrower hereunder. The making of a Loan by an SPV
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by the Granting Lender. Each party hereto
hereby agrees that no SPV shall be liable for any payment under this Agreement
for which a Lender would otherwise be liable, for so long as, and to the extent,
the related Granting Lender makes such payment. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPV, it will not institute against, or join any other person
in instituting against, such SPV any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or similar proceedings under the laws of
the United States or any State thereof arising out of any claim against such SPV
under this Agreement. In addition, notwithstanding anything to the contrary
contained in this Section, any SPV may with notice to, but without the prior
written consent of, the Borrower or the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any
Loans to its Granting Lender or to any financial institutions (consented to by
the Borrower and the Administrative Agent) providing liquidity and/or credit
support (if any) with respect to commercial paper issued by such SPV to fund
such Loans and such SPV may disclose, on a confidential basis in accordance with
Section 9.12, confidential information with respect to the Borrower and its
Subsidiaries to any rating agency, commercial paper dealer or provider of a



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                                     - 60 -


surety, guarantee or credit liquidity enhancement to such SPV. This paragraph
may not be amended without the consent of any SPV at the time holding Loans
under this Agreement.

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

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

                  (e) PARTICIPATIONS. Any Lender may, without the consent of the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (a "PARTICIPANT") in all or a portion of such Lender's rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); PROVIDED that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; PROVIDED that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.



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                  (f) LIMITATIONS ON RIGHTS OF PARTICIPANTS. A Participant shall
not be entitled to receive any greater payment under Section 2.13 or 2.15 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.15 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.15(e) as though it were a
Lender.

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

                  (h) NO ASSIGNMENTS TO THE BORROWER OR AFFILIATES. Anything in
this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower or any
of its Affiliates or Subsidiaries without the prior consent of each Lender.

                  SECTION 9.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, 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 is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the



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Administrative Agent constitute the entire contract between and among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  SECTION 9.07. SEVERABILITY. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender and any of its Affiliates 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 or such Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement 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. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  SECTION 9.09.  GOVERNING LAW; JURISDICTION; ETC.

                  (a) GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

                  (b) SUBMISSION TO JURISDICTION. The Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be



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enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

                  (c) WAIVER OF VENUE. 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 court referred to in paragraph (b) of this Section. 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.

                  (d) SERVICE OF PROCESS. 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.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

                  SECTION 9.12. TREATMENT OF CERTAIN INFORMATION;
CONFIDENTIALITY.

                  (a) TREATMENT OF CERTAIN INFORMATION. The Borrower
acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrower or one or more of its
Subsidiaries (in connection with this Agreement or otherwise) by any Lender or
by one or more subsidiaries or affiliates of such Lender and the Borrower hereby
authorizes each Lender to share any information delivered to such Lender by the
Borrower and its


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Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Lender to enter into this Agreement, to any such subsidiary or affiliate,
it being understood that any such subsidiary or affiliate receiving such
information shall be bound by the provisions of paragraph (b) of this Section as
if it were a Lender hereunder. Such authorization shall survive the repayment of
the Loans, the expiration or termination of the Commitments or the termination
of this Agreement or any provision hereof.

                  (b) CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (i) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (ii) to the extent requested
by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other party
to this Agreement, (v) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this paragraph, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (vii) with the consent of the
Borrower or (viii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this paragraph or (B) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this paragraph, "INFORMATION" means
all information received from the Borrower or any of its Subsidiaries relating
to the Borrower or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; PROVIDED that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.



                                Credit Agreement
                                ----------------


<PAGE>   69
                                     - 65 -


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

                                           NATIONAL CITY CORPORATION


                                           By /s/ Thomas A. Richlovsky
                                              Name: Thomas A. Richlovsky
                                              Title: Senior Vice President and
                                                     Treasurer



                                Credit Agreement
                                ----------------


<PAGE>   70
                                     - 66 -


                                           LENDERS
                                           -------

                                           THE CHASE MANHATTAN BANK,
                                             individually and as Administrative
                                             Agent


                                           By /s/ Roger Parker
                                              Name: Roger Parker
                                              Title: Vice President



                                Credit Agreement
                                ----------------


<PAGE>   71
                                     - 67 -


CITICORP USA, INC.



By /s/ Edward Pitt
   Name: Edward Pitt
   Title: Vice President


                                Credit Agreement
                                ----------------


<PAGE>   72
                                     - 68 -


SUNTRUST BANK

By /s/ William G. Daniel Jr.
   Name: William G. Daniel Jr.
   Title: Vice President


                                Credit Agreement
                                ----------------


<PAGE>   73
                                     - 69 -


BARCLAYS BANK PLC


By /s/ Alison McGuigan
   Name: Alison McGuigan
   Title: Associate Director



                                Credit Agreement
                                ----------------


<PAGE>   74
                                     - 70 -


                                     LENDERS
                                     -------

FIRST UNION NATIONAL BANK



By /s/ Ward Johnson
   Name: Ward Johnson
   Title: Vice President



                                Credit Agreement
                                ----------------


<PAGE>   75
                                     - 71 -


MERRILL LYNCH BANK USA



By /s/ Kevin Imlay
   Name: Kevin Imlay
   Title: Senior Lending Officer


                                Credit Agreement
                                ----------------


<PAGE>   76
                                     - 72 -



CREDIT SUISSE FIRST BOSTON



By /s/ Andrea E. Shkane
   Name: Andrea E. Shkane
   Title: Vice President

By /s/ David W. Kratovil
   Name: David W. Kratovil
   Title: Director



                                Credit Agreement
                                ----------------


<PAGE>   77
                                     - 73 -

LEHMAN COMMERCIAL PAPER INC.



By /s/ Michele Swanson
   Name: Michele Swanson
   Title: Authorized Signatory



                                Credit Agreement
                                ----------------


<PAGE>   78
                                     - 74 -


MELLON BANK, N.A.



By /s/ Dan Beagle
   Name: Dan Beagle
   Title: Assistant Vice President



                                Credit Agreement
                                ----------------


<PAGE>   79
                                     - 75 -


THE BANK OF NEW YORK



By /s/ Christopher Thompson
   Name: Christopher Thompson
   Title: Assistant Vice President



                                Credit Agreement
                                ----------------


<PAGE>   80
                                     - 76 -


PNC BANK, NATIONAL ASSOCIATION



By /s/ Carolyn B. Schwarz
   Name: Carolyn B. Schwarz
   Title: Vice President



                                Credit Agreement
                                ----------------


<PAGE>   81
                                     - 77 -


UNION BANK OF CALIFORNIA, N.A



By /s/ Joseph M. Argabrite
   Name: Joseph M. Argabrite
   Title: Vice President



                                Credit Agreement
                                ----------------


<PAGE>   82
                                     - 78 -


BANK OF MONTREAL



By /s/ David Skrypkar
   Name: David Skrypkar
   Title: Vice President


                                Credit Agreement
                                ----------------


<PAGE>   83

                                                                      SCHEDULE I

                                   Commitments
                                   -----------

<TABLE>
<CAPTION>

NAME OF LENDER                                                                          COMMITMENT ($)
--------------                                                                          --------------
<S>                                                                                     <C>

The Chase Manhattan Bank                                                                40,000,000

Citicorp USA, Inc.                                                                      35,000,000

SunTrust Bank                                                                           30,000,000

Barclays Bank PLC                                                                       30,000,000

First Union National Bank                                                               30,000,000

Merrill Lynch Bank USA                                                                  25,000,000

Credit Suisse First Boston                                                              25,000,000

Lehman Commercial Paper Inc.                                                            25,000,000

Mellon Bank, N.A.                                                                       22,500,000

The Bank of New York                                                                    22,500,000

PNC Bank, National Association                                                          22,500,000

Union Bank of California, N.A.                                                          22,500,000

Bank of Montreal                                                                        20,000,000
</TABLE>



                            Schedule 1 to Agreement
                            -----------------------


<PAGE>   84


                                                                     SCHEDULE II

                                   Litigation
                                   ----------

                                      None.



                            Schedule II to Agreement
                            ------------------------

<PAGE>   85


                                    EXHIBIT A

                       [Form of Assignment and Acceptance]

                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of April
12, 2001 (as amended and in effect on the date hereof, the "AGREEMENT"), between
National City Corporation, the Lenders named therein and The Chase Manhattan
Bank, as Administrative Agent for the Lenders. Terms defined in the Agreement
are used herein with the same meanings.

                  The Assignor named below hereby sells and assigns, without
recourse, to the Assignee named below, and the Assignee hereby purchases and
assumes, without recourse, from the Assignor, effective as of the Assignment
Date set forth below, the interests set forth below (the "ASSIGNED INTEREST") in
the Assignor's rights and obligations under the Agreement, including the
interests set forth below in the Commitment of the Assignor on the Assignment
Date and Competitive Loans and Syndicated Loans owing to the Assignor which are
outstanding on the Assignment Date, together with unpaid interest accrued on the
assigned Loans to the Assignment Date, and the amount, if any, set forth below
of the fees accrued to the Assignment Date for account of the Assignor. The
Assignee hereby acknowledges receipt of a copy of the Agreement. From and after
the Assignment Date (i) the Assignee shall be a party to and be bound by the
provisions of the Agreement and, to the extent of the interests assigned by this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder 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 Agreement.

                  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, any
documentation required to be delivered by the Assignee pursuant to Section
2.15(e) of the Agreement, duly completed and executed by the Assignee, and (ii)
if the Assignee is not already a Lender under the Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the
Administrative Agent pursuant to Section 9.04(b) of the Agreement.

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



                            Assignment and Acceptance
                            -------------------------


<PAGE>   86


Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Closing Date of Assignment
("Assignment Date")(1):
  ---------------

                                             Principal Amount Assigned (and
                                              Identifying information as to
Facility                                     Individual Competitive Loans)
--------                                     -----------------------------

Commitment Assigned:                        $

Syndicated Loans:

Competitive Loans:

Fees Assigned (if any):

The terms set forth above and below are hereby agreed to:

                                  [NAME OF ASSIGNOR]      , as Assignor
                                  ------------------------


                                  By:_________________________
                                     Name:
                                     Title:


                                  [NAME OF ASSIGNEE]      , as Assignee
                                  ------------------------


                                  By:_________________________
                                     Name:
                                     Title:

-------------------------------
     (1) Must be at least five Business Days after execution hereof by all
required parties.


                            Assignment and Acceptance
                            -------------------------


<PAGE>   87
                                     - 2 -



The undersigned hereby consent to the within assignment:(2)


NATIONAL CITY CORPORATION


By:_________________________
   Name:
   Title:


THE CHASE MANHATTAN BANK,
  as Administrative Agent

By:_________________________
   Name:
   Title:


-------------------
  (2)   Consents to be included to the extent required by Section 9.04(b) of the
        Agreement.



                            Assignment and Acceptance
                            -------------------------

<PAGE>   88


                                    EXHIBIT B

                  [Form of Opinion of Counsel to the Borrower]

April 12, 2001


TO:      The Chase Manhattan Bank,
         as Administrative Agent under, and
         each of the Lenders party to, the
         Credit Agreement referred to below

RE:      National City Corporation Credit Agreement
         dated as of April 12, 2001

Gentlemen:

         I am the Senior Vice President and General Counsel of National City
Corporation (the "CORPORATION") and the National City Corporation Law
Department, under my direction, has acted as counsel to the Corporation in
connection with a certain Credit Agreement (the "CREDIT AGREEMENT") dated as of
April 12, 2001, between National City Corporation, the lenders party thereto
(the "LENDERS"), and The Chase Manhattan Bank, as Administrative Agent, pursuant
to which, and upon certain terms and conditions therein specified, the Lenders
establish in favor of the Corporation a revolving credit facility in an
aggregate amount not exceeding $350,000,000 outstanding at any one time.

         We have examined executed counterparts of the Credit Agreement and have
also examined and relied upon originals or copies, certified or otherwise,
identified to our satisfaction, of such documents, corporate records,
certificates of corporate officers, and other instruments and other matters and
questions of law as we have deemed necessary and advisable for the purposes of
the opinion herein expressed. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

         Based upon the foregoing, it is our opinion under the laws of the State
of Ohio, the federal law of the United States and the General Corporation Law of
the State of Delaware that:

         1. National City Corporation (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
(ii) has all requisite power and authority to own its property and assets and to
carry on its business as now conducted, (iii) is qualified to do business in
every jurisdiction within the United States where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Effect, and (iv) has all requisite corporate power and authority to
execute, deliver and perform its obligations under the Credit Agreement and to
borrow funds thereunder.



                       Opinion of Counsel to the Borrower
                       ----------------------------------


<PAGE>   89
                                     - 2 -


         2. The execution, delivery and performance by the Corporation of the
Credit Agreement and the promissory notes contemplated thereby and the
borrowings of the Corporation thereunder (collectively, the "TRANSACTIONS") (i)
have been duly authorized by all requisite corporate action and (ii) will not
(a) violate (1) any provision of law, statute, rule or regulation (including
without limitation, Regulations T, U or X of the Federal Reserve System), or of
the certificate of incorporation or other constitutive documents or by-laws of
the Corporation, (2) any order of any Governmental Authority or (3) any
provision of any indenture, agreement or other instrument to which the
Corporation or any Subsidiary is a party or by which it or its respective
property is or may be bound, (b) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any
such indenture, agreement or other instrument or (c) result in the creation or
imposition of any lien upon any property or assets of the Corporation or any
Subsidiary.

         3. The Credit Agreement has been duly executed and delivered by the
Corporation and constitutes a legal, valid and binding obligation of the
Corporation enforceable against the Corporation in accordance with its terms,
subject as to the enforceability of rights and remedies to the equitable
discretion of any court having jurisdiction and any applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights from
time to time in effect.

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

         5. Neither the Corporation nor any Subsidiary is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) 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 our knowledge threatened
against the Corporation or any Subsidiary or against any of its or their
respective properties (a) with respect to the Loan Documents or any of the
transactions contemplated thereby, or (b) which could reasonably be expected to
result in a Material Adverse Effect.

Very truly yours,


David L. Zoeller



                       Opinion of Counsel to the Borrower
                       ----------------------------------

<PAGE>   90

                                    EXHIBIT C

             [Form of Opinion of Special New York Counsel to Chase]



                                                                  April 12, 2001

To the Lenders party to the Credit Agreement referred to
below and The Chase Manhattan Bank, as Administrative Agent

Ladies and Gentlemen:

                  We have acted as special New York counsel to The Chase
Manhattan Bank ("CHASE") in connection with the Credit Agreement (the "CREDIT
AGREEMENT") dated as of April 12, 2001, between National City Corporation (the
"BORROWER"), the lenders party thereto and Chase, as Administrative Agent,
providing for loans to be made by said lenders to the Borrower in an aggregate
principal amount not exceeding $350,000,000. Terms defined in the Credit
Agreement are used herein as defined therein. This opinion letter is being
delivered pursuant to Section 4.01(c) of the Credit Agreement.

                  In rendering the opinions expressed below, we have examined
the Credit Agreement. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon representations made in or pursuant to the Credit Agreement.

                  In rendering the opinions expressed below, we have assumed
that:

                  (i) the Credit Agreement has been duly authorized by, has been
         duly executed and delivered by, and (except to the extent set forth in
         the opinions expressed below as to the Borrower) constitutes legal,
         valid, binding and enforceable obligations of, all of the parties
         thereto;

                  (ii) all signatories to the Credit Agreement have been duly
         authorized; and

                  (iii) all of the parties to the Credit Agreement are duly
         organized and validly existing and have the power and authority
         (corporate or other) to execute, deliver and perform the Credit
         Agreement.



                  Opinion of Special New York Counsel to Chase
                  --------------------------------------------


<PAGE>   91
                                     - 2 -


                  Based upon and subject to the foregoing and subject also to
the comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that the Credit Agreement constitutes the
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
other similar laws relating to or affecting the rights of creditors generally
and except as the enforceability of the Credit Agreement is subject to the
application of general principles of equity (regardless of whether considered in
a proceeding in equity or at law), including (a) the possible unavailability of
specific performance, injunctive relief or any other equitable remedy and (b)
concepts of materiality, reasonableness, good faith and fair dealing.

                  The foregoing opinions are subject to the following comments
and qualifications:

                  (A) The enforceability of Section 9.03 of the Credit Agreement
         may be limited by (i) laws rendering unenforceable indemnification
         contrary to Federal or state securities laws and the public policy
         underlying such laws and (ii) laws limiting the enforceability of
         provisions exculpating or exempting a party, or requiring
         indemnification of a party for, liability for its own action or
         inaction, to the extent the action or inaction involves gross
         negligence, recklessness, willful misconduct or unlawful conduct.

                  (B) The enforceability of provisions in the Credit Agreement
         to the effect that terms may not be waived or modified except in
         writing may be limited under certain circumstances.

                  (C) We express no opinion as to (i) the effect of the laws of
         any jurisdiction in which any Lender is located (other than the State
         of New York) that limit the interest, fees or other charges such Lender
         may impose, (ii) the last sentence of Section 2.16(d) of the Credit
         Agreement, (iii) the first sentence of Section 9.09(b) of the Credit
         Agreement, insofar as such sentence relates to the subject matter
         jurisdiction of the United States District Court for the Southern
         District of New York to adjudicate any controversy related to the
         Credit Agreement and (iv) the waiver of inconvenient forum set forth in
         Section 9.09(c) of the Credit Agreement with respect to proceedings in
         any Federal court.

                  The foregoing opinions are limited to matters involving the
Federal laws of the United States of America and the law of the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction.

                  At the request of our client, this opinion letter is, pursuant
to Section 4.01(c) of the Credit Agreement, provided to you by us in our
capacity as special New York counsel to Chase and may not be relied upon by any
Person for any purpose other than in connection with the


                  Opinion of Special New York Counsel to Chase
                  --------------------------------------------


<PAGE>   92
                                     - 3 -


transactions contemplated by the Credit Agreement without, in each instance, our
prior written consent.

                                                     Very truly yours,




                  Opinion of Special New York Counsel to Chase
                  --------------------------------------------