<PAGE>   1
                                                                    EXHIBIT 99-1


                                CREDIT AGREEMENT

                            Dated as of July 11, 2001

                                      Among


                       MICHIGAN CONSOLIDATED GAS COMPANY,

                                   as Borrower

                                       and


                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders

                                       and


                                  BANK ONE, NA
                            (MAIN OFFICE - CHICAGO),

                             as Administrative Agent

                                       and


              BARCLAYS BANK PLC,                         CITIBANK, N.A.,

           as Co-Syndication Agent                   as Co-Syndication Agent




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


                         BANC ONE CAPITAL MARKETS, INC.

                      as Lead Arranger and Sole Book Runner


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





<PAGE>   2




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE

<S>                                                                                                             <C>
ARTICLE I:  DEFINITIONS AND ACCOUNTING TERMS......................................................................1

         SECTION 1.01.              Certain Defined Terms.........................................................1

         SECTION 1.02.              Computation of Time Periods..................................................11

         SECTION 1.03.              Accounting Terms.............................................................11


ARTICLE II:  AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES..................................................12

         SECTION 2.01.              The Revolving Credit Advances................................................12

         SECTION 2.02.              Making the Revolving Credit Advances.........................................12

         SECTION 2.03.              Fees.........................................................................13

         SECTION 2.04.              Termination or Reduction of the Commitments..................................14

         SECTION 2.05.              Repayment of Revolving Credit Advances.......................................14

         SECTION 2.06.              Interest on Revolving Credit Advances........................................14

         SECTION 2.07.              Interest Rate Determination..................................................15

         SECTION 2.08.              Optional Conversion of Revolving Credit Advances.............................16

         SECTION 2.09.              Prepayments of Revolving Credit Advances.....................................16

         SECTION 2.10.              Increased Costs..............................................................17

         SECTION 2.11.              Illegality...................................................................17

         SECTION 2.12.              Payments and Computations....................................................18

         SECTION 2.13.              Taxes........................................................................19

         SECTION 2.14.              Sharing of Payments, Etc.....................................................21

         SECTION 2.15.              Use of Proceeds..............................................................21


ARTICLE III:  CONDITIONS TO EFFECTIVENESS AND LENDING............................................................21

         SECTION 3.01.              Conditions Precedent to Effectiveness of Sections 2.01.......................21

         SECTION 3.02.              Conditions Precedent to Each Borrowing.......................................23

         SECTION 3.03.              Determinations Under Section 3.01............................................23


ARTICLE IV:  REPRESENTATIONS AND WARRANTIES......................................................................24

         SECTION 4.01.              Representations and Warranties of the Borrower...............................24
</TABLE>







                                        i
<PAGE>   3

<TABLE>
<S>                                                                                                              <C>
ARTICLE V:  COVENANTS OF THE BORROWER............................................................................26

         SECTION 5.01.              Affirmative Covenants........................................................26

         SECTION 5.02.              Negative Covenants...........................................................28


ARTICLE VI:  EVENTS OF DEFAULT...................................................................................29

         SECTION 6.01.              Events of Default............................................................29


ARTICLE VII:  THE AGENT..........................................................................................32

         SECTION 7.01.              Authorization and Action.....................................................32

         SECTION 7.02.              Agent's Reliance, Etc........................................................32

         SECTION 7.03.              Bank One and Affiliates......................................................32

         SECTION 7.04.              Lender Credit Decision.......................................................33

         SECTION 7.05.              Indemnification..............................................................33

         SECTION 7.06.              Successor Agent..............................................................33


ARTICLE VIII:  MISCELLANEOUS.....................................................................................34

         SECTION 8.01.              Amendments, Etc..............................................................34

         SECTION 8.02.              Notices, Etc.................................................................34

         SECTION 8.03.              No Waiver; Remedies..........................................................34

         SECTION 8.04.              Costs and Expenses...........................................................35

         SECTION 8.05.              Right of Set-off.............................................................36

         SECTION 8.06.              Binding Effect...............................................................36

         SECTION 8.07.              Assignments, Designations and Participations.................................36

         SECTION 8.08.              Confidentiality..............................................................40

         SECTION 8.09.              Governing Law................................................................40

         SECTION 8.10.              Execution in Counterparts....................................................40

         SECTION 8.11.              Jurisdiction, Etc............................................................41

         SECTION 8.12.              Waiver of Jury Trial.........................................................41
</TABLE>




                                       ii
<PAGE>   4



                             SCHEDULES AND EXHIBITS

  Schedules

  Schedule I       -   List of Applicable Lending Offices


  Exhibits

  Exhibit A        -   Form of Note

  Exhibit B        -   Form of Notice of Borrowing

  Exhibit C        -   Form of Assignment and Acceptance

  Exhibit D        -   Form of Certificate by Borrower

  Exhibit E        -   Form of Opinion of Counsel to the Borrower







                                       iii
<PAGE>   5


                  CREDIT AGREEMENT dated as of July 11, 2001 among MICHIGAN
CONSOLIDATED GAS COMPANY, a Michigan corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof, and BANK ONE, NA (Main Office - Chicago)
("Bank One"), as Administrative Agent (the "Agent") and BARCLAYS BANK PLC, as
Co-Syndication Agent, and CITIBANK, N.A., as Co-Syndication Agent for the
Lenders (as hereinafter defined).


                             PRELIMINARY STATEMENTS.

                  The Borrower has requested that the Initial Lenders enter into
this Agreement, and the Initial Lenders have indicated their willingness to
enter into this Agreement upon the terms and conditions stated herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto hereby
agree, subject to the satisfaction of the conditions set forth in Article III,
as follows:

                   ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS

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

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

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Bank One with its office at One Bank One Plaza, Suite
         0634, Chicago, IL 60670, Account No. 4811-5286-0000, Attention: Gloria
         Steinbrenner.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means, as of any date, (i) with respect to
         all Base Rate Advances, 0.0% per annum, and (ii) with respect to all
         Eurodollar Rate Advances, 0.625% per annum.

                  "Applicable Percentage" means, as of any date, 0.175% per
         annum.




                                        1
<PAGE>   6

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

                  "Audited Statements" means the Consolidated balance sheets of
         the Borrower as at December 31, 2000, and the related Consolidated
         statements of income and cash flows of the Borrower for the fiscal year
         then ended, accompanied by the opinion thereon of the Borrower's
         independent public accountants.

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

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

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

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

                  "Base Rate Advance" means a Revolving Credit Advance that
         bears interest as provided in Section 2.06(a)(i).

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




                                        2

<PAGE>   7

                  "Borrowing" means a borrowing consisting of simultaneous
         Revolving Credit Advances of the same Type and (in the case of
         Eurodollar Rate Advances) having the same Interest Period, made by each
         of the Lenders pursuant to Section 2.01.

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

                  "Capitalization" means the sum of tangible net worth plus
         Consolidated Debt (other than Debt outstanding pursuant to the issuance
         of commercial paper with maturities of no more than 270 days).

                  "Commitment" has the meaning specified in Section 2.01.

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

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

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.07 or 2.08.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         obligations of such Person as lessee under leases that have been or
         should be, in accordance with GAAP, recorded as capital leases, (f) all
         obligations, contingent or otherwise, of such Person in respect of
         acceptances, letters of credit or similar extensions of credit, (g) all
         obligations of such Person in respect of Hedge Agreements, (h) all Debt
         of others referred to in clauses (a) through (g) above or clause (i)
         below guaranteed directly or indirectly in any manner by such Person,
         or in effect guaranteed directly or indirectly by such Person through
         an agreement (1) to pay or purchase such Debt or to advance or supply
         funds for the payment or purchase of such Debt, (2) to purchase, sell
         or lease (as lessee or lessor) property, or to purchase or sell
         services, primarily for the purpose of enabling the debtor to make
         payment of such Debt or to assure the holder of such Debt against loss,
         (3) to supply funds to or in any other manner invest in the debtor
         (including any agreement to pay for property or services irrespective
         of whether such property is received or such



                                        3

<PAGE>   8

         services are rendered) or (4) otherwise to assure a creditor against
         loss, and (i) all Debt referred to in clauses (a) through (h) above
         secured by (or for which the holder of such Debt has an existing right,
         contingent or otherwise, to be secured by) any Lien on property
         (including, without limitation, accounts and contract rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Debt. See the definition of "Nonrecourse Debt"
         below.

                  "DECO" means The Detroit Edison Company, a Michigan
         corporation wholly owned by DTE Energy.

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

                  "Designating Lender" has the meaning specified in Section
         8.07(h).

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

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

                  "DTE Energy" means DTE Energy Company, a Michigan corporation.

                  "EBITDA" means, for any period, net income (or net loss) plus
         the sum of (a) interest expense, (b) income tax expense, (c)
         depreciation expense and (d) amortization expense, in each case
         determined in accordance with GAAP for such period.

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

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) a commercial bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least $250,000,000; (iv) a savings and loan association or
         savings bank organized under the laws of the United States, or any
         State thereof, and having a combined capital and surplus of at least
         $250,000,000; (v) a commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development or has concluded special lending
         arrangements with the International Monetary Fund associated with its
         General Arrangements to Borrow, or a political subdivision of any such
         country, and having a combined capital and surplus of at least
         $250,000,000, so long as such bank is acting through a branch or agency
         located in the United States; (vi) the central bank of any country that
         is a member of the Organization for Economic Cooperation and
         Development; (vii) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and having a combined capital and surplus of at least
         $250,000,000; and


                                        4

<PAGE>   9

         (viii) any other Person approved by the Agent and the Borrower, such
         approval not to be unreasonably withheld or delayed by either party;
         provided, however, that neither the Borrower nor an Affiliate of the
         Borrower shall qualify as an Eligible Assignee.

                  "Enterprises" means DTE Enterprises, Inc., a Michigan
         corporation wholly owned by DTE Energy.

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

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

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

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

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

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with a contributing sponsor, as defined in Section
         4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
         (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
         expected to occur with respect to such Plan within the following 30
         days; (b) the application for a minimum funding waiver with respect to
         a Plan; (c) the provision by the administrator of any Plan of a notice
         of intent to terminate such Plan pursuant to Section 4041(a)(2) of
         ERISA (including any such notice with respect to a plan amendment
         referred to in Section 4041(e) of ERISA); (d) the cessation of
         operations at a facility of the Borrower or any ERISA Affiliate in the



                                        5
<PAGE>   10

         circumstances described in Section 4062(e) of ERISA; (e) the withdrawal
         by the Borrower or any ERISA Affiliate from a Multiple Employer Plan
         during a plan year for which it was a substantial employer, as defined
         in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition
         of a lien under Section 302(f) of ERISA shall have been met with
         respect to any Plan; (g) the adoption of an amendment to a Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA; or (h) the institution by the PBGC of proceedings to
         terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence
         of any event or condition described in Section 4042 of ERISA that
         constitutes grounds for the termination of, or the appointment of a
         trustee to administer, a Plan.

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

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

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the average (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which deposits in U.S. dollars are offered by the
         principal office of each of the Reference Banks in London, England to
         prime banks in the London interbank market at 11:00 A.M. (London time)
         two Business Days before the first day of such Interest Period in an
         amount approximately equal to such Reference Bank's Eurodollar Rate
         Advance comprising part of such Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period by (b) a
         percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
         for such Interest Period. The Eurodollar Rate for any Interest Period
         for each Eurodollar Rate Advance comprising part of the same Borrowing
         shall be determined by the Agent on the basis of applicable rates
         furnished to and received by the Agent from the Reference Banks two
         Business Days before the first day of such Interest Period, subject,
         however, to the provisions of Section 2.07.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to



                                        6
<PAGE>   11

         liabilities or assets consisting of or including Eurocurrency
         Liabilities (or with respect to any other category of liabilities that
         includes deposits by reference to which the interest rate on Eurodollar
         Rate Advances is determined) having a term equal to such Interest
         Period.

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

                  "Existing Credit Agreement" means that certain Credit
         Agreement, dated as of July 28, 2000, among the Borrower, the lenders
         parties thereto, and Bank One, NA, as administrative agent, ABN AMRO
         Bank NV, as syndication agent, and The Bank of Nova Scotia, as
         documentation agent, as the same has been amended, restated,
         supplemented or otherwise modified from time to time.

                  "Facility Fee" has the meaning specified in Section 2.03(a).

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

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

                  "GAAP" has the meaning specified in Section 1.03.

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

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

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

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



                                        7
<PAGE>   12

         subsequent period commencing on the last day of the immediately
         preceding Interest Period and ending on the last day of the period
         selected by the Borrower pursuant to the provisions below. The duration
         of each such Interest Period shall be one, two, three or six months, as
         the Borrower may, upon notice received by the Agent not later than
         10:00 A.M. (Chicago time) on the third Business Day prior to the first
         day of such Interest Period, select; provided, however, that:

                           (i) the Borrower may not select any Interest Period
                  that ends after the Revolver Termination Date then in effect;

                           (ii) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same
                  Borrowing;

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

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

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

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

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

                  "Loan Documents" means this Agreement and the Notes.

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

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries taken as a whole, (b) the rights and remedies of the Agent




                                        8
<PAGE>   13

         or any Lender under any Loan Document or (c) the ability of the
         Borrower to perform its obligations under any Loan Document to which it
         is a party.

                  "Maximum Facility Amount" means $300,000,000.

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

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

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

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

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

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

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

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

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

                  "Property" of a Person means any and all property, whether
         real, personal, tangible, intangible, or mixed, of such Person, or
         other assets owned by such Person.

                  "Receivables Purchase Documents" means those documents entered
         into in connection with any series of receivables purchase or sale
         agreements generally consistent with terms contained in comparable
         structured finance transactions pursuant to which the Borrower or any
         of its Subsidiaries, in their respective capacities as sellers or



                                        9
<PAGE>   14

         transferors of any receivables, sell or transfer to SPCs all of their
         respective rights, title and interest in and to certain receivables for
         further sale or transfer to other purchasers of or investors in such
         assets (and the other documents, instruments and agreements executed in
         connection therewith), as any such agreements may be amended, restated,
         supplemented or otherwise modified from time to time, or any
         replacement or substitution therefor

                  "Receivables Purchase Facility" means any securitization
         facility made available to the Borrower or any of its Subsidiaries,
         pursuant to which receivables of the Borrower or any of its
         Subsidiaries are transferred to one or more SPCs, and thereafter to
         certain investors, pursuant to the terms and conditions of the
         Receivables Purchase Documents

                  "Reference Banks" means Citibank, N.A., Barclays Bank PLC and
         Bank One, NA (Main Office - Chicago).

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

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

                  "Revolver Termination Date" means the earlier of (a) November
         16, 2001, and (b) the date of termination in whole of the Commitments
         pursuant to Section 2.04 or 6.01.

                  "Revolving Credit Advance" means an advance by a Lender to the
         Borrower as part of a Borrowing, and refers to a Base Rate Advance or a
         Eurodollar Rate Advance (each of which shall be a "Type" of Revolving
         Credit Advance).

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

                  "SEC Reports" means the following reports and financial
         statements of the Borrower:

(i)           the Borrower's Annual Report on Form 10-K for the year ended
              December 31, 2000, as filed with or sent to the Securities and
              Exchange Commission, including therein the Audited Statements of
              the Borrower; and

(ii)          the Borrower's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 2001, including therein the Unaudited Statements of the
              Borrower, and the Borrower's Current Reports on Form 8-K, if any,
              provided to the Lenders prior to the date of this Agreement.

                  "SPC" means any special purpose entity established for the
         purpose of purchasing receivables in connection with a receivables
         securitization transaction permitted under the terms of this Agreement

                  "SPV" has the meaning specified in Section 8.07(h).




                                       10
<PAGE>   15

                  "Significant Subsidiary" means any Subsidiary of the Borrower
         (A) the total assets (after intercompany eliminations) of which exceed
         30% of the total assets of the Borrower and its Subsidiaries or (B) the
         net worth of which exceeds 30% of the Consolidated Net Worth of the
         Borrower and its Subsidiaries, in each case as shown on the audited
         consolidated financial statements of the Borrower as of the end of the
         fiscal year immediately preceding the date of determination.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Borrower or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

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

                  "Unaudited Statements" means the unaudited condensed
         Consolidated balance sheets of the Borrower, as at March 31, 2001, and
         the related condensed Consolidated statements of income and cash flows
         of the Borrower for the three-month period then ended, duly certified
         by a Financial Officer of the Borrower.

                  "Utilization Fee" has the meaning specified in Section
         2.03(c).

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

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

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

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles



                                       11
<PAGE>   16

consistent with those applied in the preparation of the financial statements
referred to in Section 4.01(e) ("GAAP").

         ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES

                  SECTION 2.01. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Revolver Termination Date in
an aggregate amount not to exceed at any time outstanding the amount set forth
opposite such Lender's name on Schedule 1 hereto or, if such Lender has entered
into any Assignment and Acceptance, set forth for such Lender in the Register
maintained by the Agent pursuant to Section 8.07(d), as such amount may be
reduced pursuant to Section 2.04 (such Lender's "Commitment"). Each Borrowing
shall be in an aggregate amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and shall consist of Revolving Credit Advances of
the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Within the limits of each Lender's Commitment, the
Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and
reborrow under this Section 2.01.

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Borrowing shall be made on notice, given not later than 10:00 A.M. (Chicago
time) on the third Business Day prior to the date of the proposed Borrowing in
the case of a Borrowing consisting of Eurodollar Rate Advances, or 9:00 A.M.
(Chicago time) the Business Day of the proposed Borrowing in the case of a
Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which
shall give to each Lender prompt notice thereof by telecopier or telex. Each
such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Type of Revolving Credit Advances comprising such Borrowing,
(iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance. Each Lender shall, before 11:00 A.M. (Chicago time) on
the date of such Borrowing, make available for the account of its Applicable
Lending Office to the Agent at the Agent's Account, in same day funds, such
Lender's ratable portion of such Borrowing. After the Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Agent will make such funds available to the Borrower at the Agent's
address referred to in Section 8.02.

         (b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than ten separate Borrowings.

         (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date




                                       12
<PAGE>   17

specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Borrowing when such Revolving Credit Advance, as a result of such failure,
is not made on such date.

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

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

                  SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee (the "Facility
Fee") on the aggregate amount of such Lender's Commitment from the date hereof
in the case of each Initial Lender and from effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until all of the Revolving Credit Advances have been paid in
full and the Commitments under this Agreement have been terminated at a rate per
annum equal to the Applicable Percentage in effect from time to time, payable in
arrears quarterly on the last day of each March, June, September and December,
and on the Revolving Loan Termination Date.

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

         (c) Utilization Fee. If the aggregate outstanding amount of all
Revolving Credit Advances hereunder exceeds thirty-three percent (33%) of the
aggregate amount of all Commitments then in effect on such date (or, if the
Commitments have been terminated, the aggregate amount of all Commitments in
effect immediately prior to such termination), the Borrower will pay to the
Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization
Fee") at a per annum rate of forty-five one hundredths of one percent (0.45%) on
the aggregate outstanding amount of all Revolving Credit Advances on such date,
payable in arrears



                                       13
<PAGE>   18

quarterly on the last day of each March, June, September and December, and on
the Revolving Loan Termination Date.

                  SECTION 2.04. Termination or Reduction of the Commitments. (a)
The Commitments shall be automatically terminated on the Revolver Termination
Date.

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

                  SECTION 2.05. Repayment of Revolving Credit Advances. The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Revolver Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.

                  SECTION 2.06. Interest on Revolving Credit Advances. (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

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

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

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


                                       14

<PAGE>   19

above the rate per annum required to be paid on Base Rate Advances pursuant to
clause (a)(i) above.

                  SECTION 2.07. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate
on the basis of timely information furnished by the remaining Reference Banks.
The Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate determined by the Agent for purposes of Section
2.06(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.06(a)(ii).

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

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

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

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

         (f) If fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances:

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

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



                                       15
<PAGE>   20

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

                  SECTION 2.08. Optional Conversion of Revolving Credit
Advances. The Borrower may on any Business Day, upon notice given to the Agent
not later than 10:00 A.M. (Chicago time) on the third Business Day prior to the
date of the proposed Conversion and subject to the provisions of Sections 2.07
and 2.11, Convert all Revolving Credit Advances of one Type comprising the same
Borrowing into Revolving Credit Advances of the other Type (it being understood
that such Conversion of a Revolving Credit Advance or of its Interest Period
does not constitute a repayment or prepayment of such Revolving Credit Advance);
provided, however, that any Conversion of Eurodollar Rate Advances into Base
Rate Advances shall be made only on the last day of an Interest Period for such
Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar
Rate Advances shall be in an amount not less than the minimum amount specified
in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall
result in more separate Borrowings than permitted under Section 2.02(b). Each
such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to
be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the
duration of the initial Interest Period for each such Eurodollar Rate Advance.
Each notice of Conversion shall be irrevocable and binding on the Borrower.

                  SECTION 2.09. Prepayments of Revolving Credit Advances. (a)
Optional Prepayment. The Borrower may on any Business Day, upon notice given to
the Agent not later than 10:00 A.M. (Chicago time), (i) on the same day for Base
Rate Advances and (ii) on the second Business Day prior to the prepayment in the
case of Eurodollar Rate Advances stating the proposed date and aggregate
principal amount of the prepayment (and if such notice is given the Borrower
shall) prepay the outstanding principal amount of the Revolving Credit Advances
comprising part of the same Borrowing in whole or ratably in part, together with
accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.04(c).

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



                                       16

<PAGE>   21

consummation, will result in its or their acquisition of the power to exercise,
directly or indirectly, a controlling influence over the management or policies
of the Borrower.

                  SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

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

         (c) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.10, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Notes held by such Lender
in accordance with Section 8.07, provided, however, that (i) no Default shall
have occurred and be continuing, (ii) the Borrower shall have satisfied all of
its obligations in connection with the Loan Documents with respect to such
Lender, and (iii) if such assignee is not a Lender, (A) such assignee is
acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000
administrative fee.

                  SECTION 2.11. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending


                                       17
<PAGE>   22

Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate
Advance will automatically, upon such demand, Convert into a Base Rate Advance
or a Revolving Credit Advance that bears interest at the rate set forth in
Section 2.06(a)(i), as the case may be, and (ii) the obligation of the Lenders
to make Eurodollar Rate Advances or to Convert Revolving Credit Advances into
Eurodollar Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later than 10:00 A.M.
(Chicago time) on the day when due in U.S. dollars to the Agent at the Agent's
Account in same day funds. The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest,
facility fees or the Utilization Fee ratably (other than amounts payable
pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders for the account of
their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to
Section 8.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

         (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

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

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



                                       18
<PAGE>   23

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

                  SECTION 2.13. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.12,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Agent, taxes
imposed on its overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
of such Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.13) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

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

         (c) The Borrower shall indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any taxes imposed
by any jurisdiction on amounts payable under this Section 2.13) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.

         (d) Within 30 days after the date of any payment of Taxes, the Borrower
shall furnish to the Agent, at its address referred to in Section 8.02, the
original or a certified copy of a receipt evidencing payment thereof. In the
case of any payment hereunder or under the Notes by or on behalf of the Borrower
through an account or branch outside the United States or by or on behalf



                                       19
<PAGE>   24

of the Borrower by a payor that is not a United States person, if the Borrower
determines that no Taxes are payable in respect thereof, the Borrower shall
furnish, or shall cause such payor to furnish, to the Agent, at such address, an
opinion of counsel acceptable to the Agent stating that such payment is exempt
from Taxes. For purposes of this subsection (d) and subsection (e), the terms
"United States" and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

         (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
each of the Agent and the Borrower with two original Internal Revenue Service
Form W-8BEW or W-8ECI, as appropriate, or any successor or other form prescribed
by the Internal Revenue Service, certifying that such Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this Agreement or the Notes. If the forms provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at the date of
the Assignment and Acceptance pursuant to which a Lender assignee becomes a
party to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date. If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W8BEW
or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.

         (f) For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form described in Section 2.13(e) (other than
if such failure is due to a change in law occurring subsequent to the date on
which a form originally was required to be provided, or if such form otherwise
is not required under the first sentence of subsection (e) above), such Lender
shall not be entitled to indemnification under Section 2.13(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such steps
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

         (g) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.13, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and



                                       20
<PAGE>   25

shall assume the Commitments of such Lender and purchase the Notes held by such
Lender in accordance with Section 8.07, provided, however, that (i) no Default
shall have occurred and be continuing, (ii) the Borrower shall have satisfied
all of its obligations in connection with the Loan Documents with respect to
such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is
acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000
administrative fee.

                  SECTION 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.14 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.15. Use of Proceeds. The proceeds of the Revolving
Credit Advances shall be available (and the Borrower agrees that it shall use
such proceeds) solely for general corporate purposes, including commercial paper
liquidity, of the Borrower and its Subsidiaries.

              ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING

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

                  (a) There shall have occurred no Material Adverse Change since
         March 31, 2001.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Significant Subsidiaries pending or threatened before any court,
         governmental agency or arbitrator that (i) could be reasonably likely
         to have a Material Adverse Effect other than the matters disclosed or
         contemplated in the SEC Reports (the "Disclosed Litigation") or (ii)
         purports to affect the legality, validity or enforceability of any Loan
         Document or the consummation of the transactions





                                       21
<PAGE>   26

         contemplated hereby and there shall have been no adverse change in the
         status, or financial effect on the Borrower or any of its Significant
         Subsidiaries of the Disclosed Litigation from that disclosed or
         contemplated in the SEC Reports.

                  (c) The Lenders shall have been given such access, as such
         Lenders have reasonably requested, to the management, records, books of
         account, contracts and properties of the Borrower and its Significant
         Subsidiaries as they shall have requested.

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

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

                  (f) The Borrower shall have paid all accrued fees and
         reasonable expenses of the Agent and the Lenders with respect to this
         Agreement for which the Agent shall have made reasonable demand in
         accordance with Section 8.04 on or prior to the Effective Date.

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

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

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

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

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

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

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




                                       22
<PAGE>   27

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

                           (iv) Copies of the SEC Reports.

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

                           (vi) Evidence satisfactory to the Agent that the
                  Existing Credit Agreement shall have been or shall
                  simultaneously with the initial Revolving Credit Advance
                  hereunder be terminated (except for those provisions that
                  expressly survive the termination thereof) and all loans
                  outstanding and other amounts owed to the lenders or agents
                  thereunder shall have been simultaneously with the initial
                  Revolving Credit Advance hereunder be paid in full.

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

                  (i) the representations and warranties contained in Section
         4.01 (other than the representations and warranties contained in the
         last sentence of Section 4.01(e) and in Section 4.01(f)) are correct on
         and as of the date of such Borrowing, before and after giving effect to
         such Borrowing and to the application of the proceeds therefrom, as
         though made on and as of such date, and

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

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

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.



                                       23

<PAGE>   28

                   ARTICLE IV: REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

                  (e) The Audited Statements of the Borrower and the Unaudited
         Statements of the Borrower, copies of each of which have been furnished
         to each Lender, fairly present, subject in the case of Unaudited
         Statements to normal year-end audit adjustments, the Consolidated
         financial condition, results of operations and cash flows of the
         relevant Persons and entities, as at the dates and for the periods
         therein indicated, all in accordance with generally accepted accounting
         principles consistently applied. Since March 31, 2001, there has been
         no Material Adverse Change, except as shall have been disclosed or
         contemplated in the SEC Reports.

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





                                       24
<PAGE>   29

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

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

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

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

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

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

                  (m) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Revolving Credit
         Advance will be used to purchase or carry any margin stock or to extend
         credit to others for the purpose of purchasing or carrying any margin
         stock; and after applying the proceeds of each Revolving Credit Advance
         hereunder, margin stock (within the meaning of Regulation U issued by
         the Board of Governors of the Federal Reserve System) constitutes less
         than twenty-five percent (25%) of the value of those assets of the
         Borrower and its Subsidiaries which are subject to any limitation on
         sale or pledge, or any other restriction hereunder.

                  (n) Neither the Borrower nor any of its Subsidiaries is, or
         after the making of any Revolving Credit Advance or the application of
         the proceeds or repayment thereof, or




                                       25
<PAGE>   30

         the consummation of any of the other transactions contemplated hereby,
         will be, an "investment company", or an "affiliated person" of, or
         "promoter" or "principal underwriter" for, an "investment company"
         (within the meaning of the Investment Company Act of 1940, as amended).

                  (o) The Borrower is a "public utility company" and a
         "subsidiary company" of MichCon Holdings, Inc., which is a "holding
         company" and a "subsidiary company" of Enterprises, which is a "holding
         company" and "subsidiary company" of DTE Energy, which is a "holding
         company" as such terms are defined in the Public Utility Holding
         Company Act of 1935, as amended (the "1935 Act"), and such "holding
         companies" and the Borrower are currently exempt from the provisions of
         the 1935 Act (except Section 9 thereof).

                      ARTICLE V: COVENANTS OF THE BORROWER

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

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws.

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

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

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




                                       26
<PAGE>   31

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

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

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

                  (h) Reporting Requirements. Furnish to the Lenders:

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

                           (ii) as soon as available and in any event within 90
                  days after the end of each fiscal year of the Borrower, a copy
                  of the Annual Report on Form 10-K for such year for the
                  Borrower and its Consolidated Subsidiaries, as filed with or
                  sent to the Securities and Exchange Commission, containing the
                  Consolidated balance sheet of the Borrower and its
                  Consolidated Subsidiaries as of the end of such fiscal year
                  and Consolidated statements of income and cash flows of the
                  Borrower and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion by Deloitte & Touche LLP or
                  other independent public accountants acceptable to the
                  Required Lenders;

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

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


                                       27
<PAGE>   32
                           (v) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(f); and

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

                  SECTION 5.02. Negative Covenants. At all times on and after
the Effective Date so long as any Revolving Credit Advance shall remain unpaid
or any Lender shall have any Commitment hereunder, the Borrower will not:

                  (a) Liens, Etc. Create, incur, or suffer to exist any Lien in,
                  of or on the Property of the Borrower or any of its
                  Subsidiaries, except:

                  (i) Liens for taxes, assessments or governmental charges or
                  levies on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with GAAP shall
                  have been set aside on its books;

                  (ii) Liens imposed by law, such as carriers', warehousemen's
                  and mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than sixty (60) days past due or which
                  are being contested in good faith by appropriate proceedings
                  and for which adequate reserves in accordance with GAAP shall
                  have been set aside on its books;

                  (iii) Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation;

                  (iv) Utility easements, building restrictions and such other
                  encumbrances or charges against real property as are of a
                  nature generally existing with respect to properties of a
                  similar character and which do not in any material way affect
                  the marketability of the same or interfere with the use
                  thereof in the business of the Borrower or its Subsidiaries;

                  (v) Liens described in the SEC Reports;

                  (vi) Liens pursuant to the Borrower's Indenture of Mortgage
                  and Deed of Trust, dated as of March 1, 1944, as restated as
                  of July 15, 1989, as supplemented, as described therein;

                  (vii) Liens pursuant to the Borrower's Senior Indenture, dated
                  as of June 1, 1998, as supplemented, as described therein, in
                  connection with the issuance of debt securities secured by
                  mortgage bonds; and





                                       28
<PAGE>   33

                  (viii) Liens, including, without limitation, Liens arising in
                  connection with a Receivables Purchase Facility, securing Debt
                  of the Borrower (other than Debt of the Borrower owed to any
                  Subsidiary) and/or securing Debt of the Borrower's
                  Subsidiaries (other than Debt of any Subsidiary owed to the
                  Borrower or any other Subsidiary), in an aggregate outstanding
                  amount not to exceed ten percent (10%) of the consolidated
                  assets of the Borrower and its Subsidiaries at any time.

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

                  (c) Change in Nature of Business. Make, or permit any of its
         Significant Subsidiaries to make, any material change in the nature of
         its business as carried on the date hereof, other than as disclosed or
         contemplated in the SEC Reports.

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


                         ARTICLE VI: EVENTS OF DEFAULT

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

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

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

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.09(b), 5.01(d), (e)
         or (h) or 5.02, or (ii) the Borrower shall fail to perform or observe
         any other term, covenant or agreement contained in any Loan Document on
         its part to be performed or observed if such failure shall remain



                                       29
<PAGE>   34

         unremedied for 10 days after written notice thereof shall have been
         given to the Borrower by the Agent or any Lender; or

                  (d) The Borrower or any of its Significant Subsidiaries shall
         fail to pay any principal of or premium or interest on any Debt that is
         outstanding in a principal or notional amount of at least $25,000,000
         in the aggregate (but excluding Debt outstanding hereunder and
         Nonrecourse Debt) of the Borrower or such Significant Subsidiary (as
         the case may be), when the same becomes due and payable (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise), and such failure shall continue after the applicable grace
         period, if any, specified in the agreement or instrument relating to
         such Debt; or any other event shall occur or condition shall exist
         under any agreement or instrument relating to any such Debt and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is to
         accelerate, or to permit the acceleration of, the maturity of such
         Debt; or any such Debt shall be declared to be due and payable, or
         required to be prepaid or redeemed (other than by a regularly scheduled
         required prepayment or redemption), purchased or defeased, or an offer
         to prepay, redeem, purchase or defease such Debt shall be required to
         be made, in each case prior to the stated maturity thereof; or

                  (e) The Borrower or any of its Significant Subsidiaries shall
         generally not pay its debts as such debts become due, or shall admit in
         writing its inability to pay its debts generally, or shall make a
         general assignment for the benefit of creditors; or any proceeding
         shall be instituted by or against the Borrower or any of its
         Significant Subsidiaries seeking to adjudicate it a bankrupt or
         insolvent, or seeking liquidation, winding up, reorganization,
         arrangement, adjustment, protection, relief, or composition of it or
         its debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors, or seeking the entry of an order
         for relief or the appointment of a receiver, trustee, custodian or
         other similar official for it or for any substantial part of its
         property and, in the case of any such proceeding instituted against it
         (but not instituted by it), either such proceeding shall remain
         undismissed or unstayed for a period of 30 days, or any of the actions
         sought in such proceeding (including, without limitation, the entry of
         an order for relief against, or the appointment of a receiver, trustee,
         custodian or other similar official for, it or for any substantial
         part of its property) shall occur; or the Borrower or any of its
         Significant Subsidiaries shall take any corporate action to authorize
         any of the actions set forth above in this subsection (e); or

                  (f) Any judgment or order for the payment of money,
         individually or in the aggregate, in excess of $25,000,000 shall be
         rendered against the Borrower or any of its Significant Subsidiaries
         and either (i) enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order or (ii) there shall be any period
         of 10 consecutive days during which a stay of enforcement of such
         judgment or order, by reason of a pending appeal or otherwise, shall
         not be in effect; or

                  (g) Any non-monetary judgment or order shall be rendered
         against the Borrower or any of its Significant Subsidiaries that could
         be reasonably expected to have a Material Adverse Effect, and there
         shall be any period of 10 consecutive days during





                                       30
<PAGE>   35

         which a stay of enforcement of such judgment or order, by reason of a
         pending appeal or otherwise, shall not be in effect; or

                  (h) (i) any Person or "group" (within the meaning of Section
         13(d) or 14(d) of the Securities Exchange Act of 1934, as amended)
         shall either (A) acquire beneficial ownership of more than 25% of any
         outstanding class of common stock of DTE Energy having ordinary voting
         power in the election of directors of DTE Energy, or (B) obtain the
         power (whether or not exercised) to elect a majority of DTE Energy's
         directors, or (ii) DTE Energy shall at any time cease to hold 100% of
         the Voting Stock of the Borrower; or

                  (i) The Borrower or any of its ERISA Affiliates shall incur,
         or, in the reasonable opinion of the Required Lenders, shall be
         reasonably likely to incur liability in excess of $25,000,000
         individually or in the aggregate as a result of one or more of the
         following: (i) the occurrence of any ERISA Event; (ii) the partial or
         complete withdrawal of the Borrower or any of its ERISA Affiliates from
         a Multiemployer Plan; or (iii) the reorganization or termination of a
         Multiemployer Plan; or

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

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

                           (ii) Maintain a ratio of Consolidated Debt
                  (excluding, (A) Debt outstanding pursuant to the issuance of
                  commercial paper with maturities of no more than 270 days and
                  (B) such Nonrecourse Debt of their own and of their
                  Subsidiaries as would be listed in such financial statements
                  of the Borrower) to Capitalization of not greater than .55:1;
                  or

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

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




                                       31
<PAGE>   36

make Revolving Credit Advances shall automatically be terminated and (B) the
Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.


                             ARTICLE VII: THE AGENT

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

                  SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the payee of any Note as the holder thereof until the Agent receives and accepts
an Assignment and Acceptance entered into by the Lender that is the payee of
such Note, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of the Borrower
or to inspect the property (including the books and records) of the Borrower;
(v) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

                  SECTION 7.03. Bank One and Affiliates. With respect to its
Commitment, the Revolving Credit Advances made by it and the Note issued to it,
Bank One shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as





                                       32
<PAGE>   37

though it were not the Agent; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include Bank One in its individual capacity. Bank
One and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, accept investment banking engagements from and generally
engage in any kind of business with, the Borrower, any of its Subsidiaries and
any Person who may do business with or own securities of the Borrower or any
such Subsidiary, all as if Bank One were not the Agent and without any duty to
account therefor to the Lenders.

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

                  SECTION 7.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower), ratably according to
the respective principal amounts of the Notes then held by each of them (or if
no Notes are at the time outstanding or if any Notes are held by Persons that
are not Lenders, ratably according to the respective amounts of their
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of any Loan
Document or any action taken or omitted by the Agent under any Loan Document,
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, any Loan
Document, to the extent that the Agent is not reimbursed for such expenses by
the Borrower.

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




                                       33
<PAGE>   38

from its duties and obligations under this Agreement. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.

                          ARTICLE VIII: MISCELLANEOUS

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

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 2000 2nd Avenue, Detroit, MI
48226, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender; and if to the Agent, at its address at One
Bank One Plaza, Chicago Illinois, 60670, Attention: Dawn Lawler; or, as to the
Borrower or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrower and the Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed or telexed, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or confirmed by telex
answerback, respectively, except that notices and communications to the Agent
pursuant to Article II, III or VII shall not be effective until received by the
Agent. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the Notes or of any Exhibit hereto
to be executed and delivered hereunder shall be effective as delivery of a
manually executed counterpart thereof.

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




                                       34
<PAGE>   39

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

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

         (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Revolving Credit Advance,
as a result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09
or 2.11, acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, the Borrower shall, upon demand by such Lender (with a




                                       35
<PAGE>   40

copy of such demand to the Agent), pay to the Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Revolving Credit Advance.

         (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby 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 and all of the obligations of the Borrower now or hereafter existing
under the Loan Documents Agreement and the Note held by such Lender, whether or
not such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

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

                  SECTION 8.07. Assignments, Designations and Participations.
(a) Each Lender may, with the prior consent of the Agent and (for so long as no
Default has occurred and is continuing) the Borrower (which consent shall not be
unreasonably withheld) assign to one or more Persons all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitment, the Revolving Credit Advances owed to it and the
Note or Notes held by it); provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of all rights and
obligations under this Agreement, (ii) except in the case of an assignment to a
Person that, immediately prior to such assignment, was a Lender or an assignment
of all of a Lender's rights and obligations under this Agreement, the amount of
the Commitment of the assigning Lender being assigned pursuant to each such



                                       36
<PAGE>   41

assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, and (iv) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note subject to such
assignment and a processing and recordation fee of $3,000. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

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

         (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower. Within five Business Days after its receipt of such
notice, the




                                       37
<PAGE>   42

Borrower, at its own expense, shall execute and deliver to the Agent in exchange
for the surrendered Note a new Note to the order of such Eligible Assignee in an
amount equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment hereunder, a
new Note to the order of the assigning Lender in an amount equal to the
Commitment retained by it hereunder. Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the effective date of such Assignment
and Acceptance and shall otherwise be in substantially the form of Exhibit A
hereto.

         (d) The Agent shall maintain at its address referred to in Section 8.02
a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses and Commitment of, and
principal amount of Revolving Credit Advances owing to, each Lender from time to
time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

         (e) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Advances owing to it and the
Note or Notes held by it); provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitment to the
Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of this Agreement or any Note, or any consent to any
departure by the Borrower therefrom, except to the extent that such amendment,
waiver or consent would (A) reduce the principal of, or interest on, the Notes
or any fees or other amounts payable hereunder, or (B) increase the Commitments,
in each case to the extent subject to such participation, or postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation. Each participant shall be entitled to the benefits of Sections
2.10, 2.11 and 2.13 to the same extent as if it were a Lender and had acquired
its interest under this Agreement by an assignment made pursuant to this Section
8.07, provided, however, that in no event shall the Borrower be obligated to
make any payment with respect to such Sections that is greater than the amount
that the Borrower would have otherwise made had no participations been sold
under this Section 8.07(e).

         (f) Any Lender may, in connection with any assignment, designation or
participation or proposed assignment, designation or participation pursuant to
this Section 8.07, disclose to the assignee, designee or participant or proposed
assignee, designee or participant, any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower; provided that, prior
to any such disclosure, the assignee, designee or participant or proposed
assignee, designee



                                       38
<PAGE>   43

or participant shall agree to preserve the confidentiality of any Confidential
Information relating to the Borrower received by it from such Lender.

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

         (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "DESIGNATING LENDER") may grant to one or more special purpose funding
vehicles (each an "SPV"), identified as such in writing from time to time by the
Designating Lender to the Agent and the Borrower, the option to provide to the
Borrower all or any part of any Revolving Credit Advance that such Designating
Lender would otherwise be obligated to make to the Borrower pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPV to make any Revolving Credit Advance, (ii) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Revolving
Credit Advance, the Designating Lender shall be obligated to make such Revolving
Credit Advance pursuant to the terms hereof, (iii) the Designating Lender shall
remain liable for any indemnity or other payment obligation with respect to its
Commitment hereunder and (iv) no SPV or Designating Lender shall be entitled to
receive any greater amount under this Agreement than the Designating Lender
would have been entitled to receive had the Designating Lender not otherwise
granted such SPV the option to provide any Revolving Credit Advance to the
Borrower. The making of a Revolving Credit Advance by an SPV hereunder shall
utilize the Commitment of the Designating Lender to the same extent, and as if,
such Revolving Credit Advance were made by such Designating Lender.

         (i) Each party hereto hereby acknowledges and agrees that no SPV shall
have the rights of a Lender hereunder, such rights being retained by the
applicable Designating Lender. Accordingly, and without limiting the foregoing,
each party hereby further acknowledges and agrees that no SPV shall have any
voting rights hereunder and that the voting rights attributable to any Revolving
Credit Advance made by an SPV shall be exercised only by the relevant
Designating Lender and that each Designating Lender shall serve as the
administrative agent and attorney-in-fact for its SPV and shall on behalf of its
SPV receive any and all payments made for the benefit of such SPV and take all
actions hereunder to the extent, if any, such SPV shall have any rights
hereunder. No additional Note shall be required to evidence the Revolving Credit
Advances or portion thereof made by an SPV; and the related Designating Lender
shall be deemed to hold its Note or Notes as administrative agent for such SPV
to the extent of the Revolving Credit Advances or portion thereof funded by such
SPV. In addition, any payments for the account of any SPV shall be paid to its
Designating Lender as administrative agent for such SPV.

         (j) Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or payment under this Agreement for which a Lender would otherwise be
liable so long as, and to




                                       39
<PAGE>   44

the extent that, the related Designating Lender provides such indemnity or makes
such payment; provided, with respect to such agreement by the Borrower that the
related Designating Lender shall not be in breach of its obligation to make
Revolving Credit Advances to the Borrower hereunder. In furtherance of the
foregoing, each party hereto hereby agrees (which agreements 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 under the laws of the United
States or any State thereof; provided, with respect to such agreement by the
Borrower that the related Designating Lender shall not be in breach of its
obligation to make Revolving Credit Advances to the Borrower hereunder.
Notwithstanding the foregoing, the Designating Lender unconditionally agrees to
indemnify the Borrower, the Agent and each Lender against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be incurred
by or asserted against the Borrower, the Agent or such Lender, as the case may
be, in any way relating to or arising as a consequence of any such forbearance
or delay in the initiation of any such proceeding against its SPV.

         (k) In addition, notwithstanding anything to the contrary contained in
subsection 8.07(h), (i), (j) or (k) or otherwise in this Agreement, any SPV may
(i) at any time and without paying any processing fee therefor, assign or
participate all or a portion of its interest in any Revolving Credit Advances to
the Designating Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPV to support the funding
or maintenance of Revolving Credit Advances and (ii) disclose on a confidential
basis any non-public information relating to its Revolving Credit Advances to
any rating agency, commercial paper dealer or provider of any surety, guarantee
or credit or liquidity enhancements to such SPV. Subsection 8.07(h), (i), (j) or
(k) may not be amended without the written consent of any Designating Lender
affected thereby.

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

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

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



                                       40
<PAGE>   45

signature page to this Agreement by telecopier shall be effective as delivery of
a manually executed counterpart of this Agreement.

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

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

                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.


                      REMAINDER OF PAGE INTENTIONALLY BLANK




















                                       41
<PAGE>   46

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




                                           MICHIGAN CONSOLIDATED GAS COMPANY


                                           By:  /s/ N.A. Khouri
                                              ----------------------------------
                                               Name:  N.A. Khouri
                                               Title:  Vice President and
                                                       Treasurer



                                           Lenders



                                           BANK ONE, NA (MAIN OFFICE - CHICAGO),
                                           Individually and as Administrative
                                           Agent


                                           By:  /s/ Dawn M. Lawler
                                              ----------------------------------
                                               Name: Dawn M. Lawler
                                               Title: Vice President



                                           BARCLAYS BANK PLC, Individually and
                                           as Co-Syndication Agent


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



                                           CITIBANK, N.A., Individually and as
                                           Co-Syndication Agent


                                           By:  /s/ Anita J. Brickell
                                              ----------------------------------
                                               Name: Anita J. Brickell
                                               Title: Director



<PAGE>   47
                                   SCHEDULE I

                                               MICHIGAN CONSOLIDATED GAS COMPANY
                                                      APPLICABLE LENDING OFFICES
<TABLE>
<CAPTION>
--------------------------------- ---------------------------------- ------------------------------------ --------------------------

     NAME OF INITIAL LENDER             DOMESTIC LENDING OFFICE            EURODOLLAR LENDING OFFICE             COMMITMENT
--------------------------------- ---------------------------------- ------------------------------------ --------------------------
<S>                               <C>                                <C>                                  <C>
Citibank, N.A.                    Two Penns Way, Suite 200           Same as Domestic Lending Office         $100,000,000.00
                                  New Castle, DE  19720
                                  Attention: Christian Laughton
                                  Telecopier: (302) 894-6120

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

Bank One, NA                      One Bank One Plaza                 Same as Domestic Lending Office         $100,000,000.00
                                  Suite 0634
                                  Chicago, IL  60670
                                  Attention:  Gloria Steinbrenner
                                  Telecopier:  (312) 732-4840
--------------------------------- ---------------------------------- ------------------------------------ --------------------------

Barclays Bank PLC                 222 Broadway                       222 Broadway                            $100,000,000.00
                                  New York, NY  10038                New York, NY  10038
                                  Attention:  Jeff Pannullo          Attention:  Jeff Pannullo
                                  Telecopier:  (212) 412-5306        Telecopier:  (212) 412-5306
--------------------------------- ---------------------------------- ------------------------------------ --------------------------
</TABLE>



























                                        1
<PAGE>   48
                                                             EXHIBIT A - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                        Dated:  _______________, 2001

                  FOR VALUE RECEIVED, the undersigned, MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Revolver Termination Date (each as defined in
the Credit Agreement referred to below), the principal sum of U.S.$[amount of
the Lender's Commitment in figures] or, if less, the aggregate principal amount
of the Revolving Credit Advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of July 11, 2001 (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined) among the Borrower, the Lender and certain other lenders
parties thereto, and Bank One, NA (Main Office - Chicago), as Agent for the
Lender and such other lenders outstanding on the Revolver Termination Date.

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

                  Both principal and interest are payable in lawful money of the
United States of America to Bank One, NA (Main Office - Chicago), as Agent, at
One Bank One Plaza, Chicago Illinois, 60670, Account No.4811-5286-0000,
Attention: Gloria Steinbrenner, in same day funds. Each Revolving Credit Advance
owing to the Lender by the Borrower pursuant to the Credit Agreement, and all
payments made on account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached hereto which is
part of this Promissory Note.





















                                        2
<PAGE>   49




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

                                             MICHIGAN CONSOLIDATED GAS COMPANY

                                             By________________________________
                                               Title:





























                                        3
<PAGE>   50
                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
================= =========================== ============================== ====================== ===========================

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

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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




                                        4
<PAGE>   51
                                                   EXHIBIT B - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Bank One, NA (Main Office - Chicago), as Agent for
  the Lenders parties to the Credit Agreement referred to below
One Bank One Plaza
Chicago, Illinois  60670                             [Date]
Attention:  Dawn Lawler

Ladies and Gentlemen:

                  The undersigned, MICHIGAN CONSOLIDATED GAS COMPANY, refers to
the Credit Agreement, dated as of July 11, 2001 (as amended or modified from
time to time, the "Credit Agreement"; the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Bank One, NA (Main Office - Chicago), as Agent for said Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit
Agreement that the undersigned hereby requests a Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the
Credit Agreement:

                  (i) The Business Day of the Proposed Borrowing is
         _______________, ____.

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

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

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

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

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

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

                                            Very truly yours,


                                            MICHIGAN CONSOLIDATED GAS COMPANY

                                            By________________________________
                                              Title:











                                        5
<PAGE>   52
                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Credit Agreement dated as of July 11,
2001 (as amended or modified from time to time, the "Credit Agreement") among
Michigan Consolidated Gas Company, a Michigan corporation (the "Borrower"), the
Lenders (as defined in the Credit Agreement) and Bank One, NA (Main Office -
Chicago), as agent for the Lenders (the "Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.

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

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

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

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





                                        6
<PAGE>   53

reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service forms required under Section 2.13 of the Credit
Agreement.

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

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

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

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

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

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














                                        7
<PAGE>   54
                                   Schedule 1
                                       to
                            Assignment and Acceptance
         Percentage interest assigned:                               _____%

         Assignee's Commitment:                                      $__________

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

         Principal amount of Note payable to Assignee:           $__________

         Principal amount of Note payable to Assignor:           $__________

         Effective Date(1):  _______________, ____

                                              [NAME OF ASSIGNOR], as Assignor

                                              By________________________________
                                                Title:

                                              Dated:  _______________, ____

                                              [NAME OF ASSIGNEE], as Assignee


                                              By________________________________
                                                Title:

                                              Dated:  _______________, ____

                                              Domestic Lending Office:
                                                [Address]

                                              Eurodollar Lending Office:
                                                [Address]


Accepted [and Approved](2) this

__________ day of _______________, ____

_________________________, as Agent

By____________________________
  Title:


_________________________

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

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




                                        8
<PAGE>   55

[Approved this __________ day of _______________, ____.]

MICHIGAN CONSOLIDATED GAS COMPANY

By____________________________]**
  Title:


























                                       9
<PAGE>   56
                                                 EXHIBIT D - FORM OF CERTIFICATE
                                            BY MICHIGAN CONSOLIDATED GAS COMPANY

                        MICHIGAN CONSOLIDATED GAS COMPANY
                              OFFICER'S CERTIFICATE

                  I, _________________________, [Insert title of Financial
Officer (as defined in the Credit Agreement)] of MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation (the "Borrower"), DO HEREBY CERTIFY, in
connection with a Borrowing on this date under the Credit Agreement dated as of
July 11, 2001 among the Borrower, the financial institutions from time to time
parties thereto (the "Lenders"), and Bank One, NA (Main Office - Chicago), as
agent for said Lenders (the "Credit Agreement", the terms defined therein being
used herein as therein defined), that:

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

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

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

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

                  5. The Consolidated balance sheet of the Borrower and its
         Subsidiaries as at December 31, 2000, and the related Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for the fiscal year then ended, accompanied by an opinion
         of Deloitte & Touche LLP, independent public accountants, and the
         Consolidated balance sheet of the Borrower and its Subsidiaries as at
         March 31, 2001 and the related Consolidated statements of income and
         cash flows of the Borrower and its Subsidiaries for the three months
         then ended, copies of which have been furnished to each Lender,



                                       10
<PAGE>   57

         attached hereto as Annex A are hereby duly certified by [Insert title
         of Financial Officer], as fairly presenting, subject in the case of
         said balance sheet as at March 31, 2001, and said statements of income
         and cash flows for the three months then ended, to year-end audit
         adjustments, the Consolidated financial condition of the Borrower and
         its Subsidiaries as at such dates and the Consolidated results of the
         operations of the Borrower and its Subsidiaries for the periods ended
         on such dates, all in accordance with generally accepted accounting
         principles consistently applied. Since March 31, 2001 there has been no
         Material Adverse Change with respect to the Borrower.

                  IN WITNESS WHEREOF, I have signed this certificate this 11th
day of July, 2001.

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













                                       11
<PAGE>   58
                                                             EXHIBIT E - FORM OF
                                              OPINION OF COUNSEL TO THE BORROWER


                                                  [Date]


To each of the Lenders parties
to the Credit Agreement
dated as of July 11, 2001
among Michigan Consolidated Gas Company,
said Lenders and Bank One, NA (Main Office - Chicago),
as Agent, with Banc One Capital Markets,
Inc., as Lead Arranger and Sole Book Runner

                        Michigan Consolidated Gas Company

Ladies and Gentlemen:

         This opinion is furnished to you pursuant to Section 3.01(h)(v) of the
Credit Agreement, dated as of July 11, 2001 (the "CREDIT AGREEMENT"), among
Michigan Consolidated Gas Company (the "BORROWER"), the Lenders parties thereto
and Bank One, NA (Main Office - Chicago), as Agent for said Lenders, with Banc
One Capital Markets, Inc., as Lead Arranger and Sole Book Runner. Terms defined
in the Credit Agreement are used herein as therein defined.

         I am the Associate General Counsel of the Borrower and have acted as
counsel for the Borrower in connection with the preparation, execution and
delivery of the Loan Documents.

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

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

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

                  (3) The Articles of Incorporation of the Borrower and all
         amendments thereto (the "CHARTERS").

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

                  (5) Certificates from the State of Michigan attesting to the
         continued corporate existence and good standing of the Borrower.

I have also examined the originals, or copies certified to my satisfaction, of
the documents listed in a certificate of a Financial Officer of the Borrower,
dated the date hereof (the "CERTIFICATES"), certifying that the documents listed
in such certificate are all of the indentures,





                                       12
<PAGE>   59

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

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

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

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

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

         3. No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third
party is required for the due execution, delivery, recordation, filing or
performance by the Borrower of the Loan Documents to which each is a party.

         4. Each Loan Document has been duly executed and delivered on behalf of
the Borrower thereto.

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

         6. In a properly presented case, a Michigan court or a federal court
sitting in the State of Michigan applying Michigan choice of law rules should
give effect to the choice of law provisions of the Loan Documents and should
hold that such Loan Documents are to be





                                       13
<PAGE>   60

governed by the laws of the State of New York rather than the laws of the State
of Michigan. In rendering the foregoing opinion, I note that by their terms the
Loan Documents expressly select New York law as the laws governing their
interpretation and that the Loan Documents governed by New York law were
delivered by the parties thereto to the Agent in New York. The choice of law
provisions of the Loan Documents are not voidable under the laws of the State of
Michigan.

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

         8. Neither the Borrower nor any of its Subsidiaries is an "investment
company," or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act of 1940, as amended; the Borrower a "public utility company" and a
"subsidiary company" of MichCon Holdings, Inc., which is a "holding company" and
a "subsidiary company" of DTE Enterprises Inc., which is a "holding company" and
"subsidiary company" of DTE Energy Company, which is a "holding company" as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), and such "holding companies" and the Borrower are currently
exempt from the provisions of the 1935 Act (except Section 9 thereof).

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

                  (b) My opinion in paragraph 7 above as to enforceability is
         subject to the effect of any applicable bankruptcy, insolvency
         (including, without limitation, all laws relating to fraudulent
         transfers), reorganization, moratorium or similar law affecting
         creditors' rights generally.

                  (c) My opinion in paragraph 7 above as to enforceability is
         subject to the effect of general principles of equity, including,
         without limitation, concepts of materiality, reasonableness, good faith
         and fair dealing (regardless of whether considered in a proceeding in
         equity or at law).

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

                                                     Very truly yours,










                                       14