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                                                                    Exhibit 10.5

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                          NEW YORK MERCANTILE EXCHANGE

                     7.48% Senior Notes, Series A, due 2011
                     7.75% Senior Notes, Series B, due 2021
                     7.84% Senior Notes, Series C, due 2026

                             NOTE PURCHASE AGREEMENT

                          Dated as of October 15, 1996

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                                Table of Contents

                                                                       Page
                                                                       ----

1. AUTHORIZATION OF NOTES ..............................................  1

2. SALE AND PURCHASE OF NOTES ..........................................  1

3. CLOSINGS ............................................................  2

4. CONDITIONS TO CLOSING ...............................................  3
        4.1.  First Closing ............................................  3
        4.2.  Conditions to Each Closing ...............................  4
        4.3.  Additional Condition to Second and Third Closing .........  5

5. REPRESENTATIONS AND WARRANTIES OF THE EXCHANGE ......................  5
        5.1.  Organization; Power and Authority ........................  5
        5.2.  Authorization, etc .......................................  6
        5.3.  Disclosure ...............................................  6
        5.4.  Organization and Ownership of Shares of
                 Subsidiaries ..........................................  6
        5.5.  Financial Statements .....................................  7
        5.6.  Compliance with Laws, Other Instruments, etc .............  7
        5.7.  Governmental Authorizations, etc .........................  8
        5.8.  Litigation; Observance, Statutes and Orders ..............  8
        5.9.  Taxes ....................................................  8
        5.10. Title to Property; Leases ................................  9
        5.11. Licenses, Permits, etc ...................................  9
        5.12. Compliance with ERISA ....................................  9
        5.13. Private Offering by the Exchange ......................... 10
        5.14. Use of Proceeds; Margin Regulations ...................... 10
        5.15. Existing Debt ............................................ 11
        5.16. Foreign Assets Control Regulations, etc .................. 11
        5.17. Status under Certain Statutes ............................ 11
        5.18. Environmental Matters .................................... 12

6. REPRESENTATIONS OF THE PURCHASER .................................... 12
        6.1.  Purchase of Notes ........................................ 12
        6.2.  Source of Funds .......................................... 12
        6.3.  Not an Exchange Member ................................... 13

7. INFORMATION AS TO EXCHANGE .......................................... 14
        7.1.  Financial and Business Information ....................... 14
        7.2.  Officer's Certificate .................................... 16
        7.3.  Inspection ............................................... 17

8. PREPAYMENT OF THE NOTES ............................................. 18
        8.1.  Required Prepayments ..................................... 18
        8.2.  Optional Prepayments ..................................... 19
        8.3.  Allocation of Partial Prepayments ........................ 20
        8.4.  Maturity; Surrender; etc ................................. 20
        8.5.  Purchase of Notes ........................................ 21
        8.6.  Make-Whole Amount ........................................ 21

9. AFFIRMATIVE COVENANTS ............................................... 23
        9.1.  Compliance with Law ...................................... 23
        9.2.  Insurance ................................................ 23

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        9.3. Maintenance of Properties ................................. 23
        9.4. Payment of Taxes .......................................... 24
        9.5. Corporate Existence, etc .................................. 24
        9.6. Nature of Business ........................................ 24

10. NEGATIVE COVENANTS ................................................. 24
        10.1. Subsidiary Debt .......................................... 25
        10.2. Liens .................................................... 25
        10.3. Sale and Leaseback Transactions .......................... 27
        10.4. Merger, Consolidation, etc ............................... 28
        10.5. Transactions with Affiliates ............................. 28

11. EVENTS OF DEFAULT .................................................. 29

12. REMEDIES ON DEFAULT, ETC ........................................... 32
        12.1. Acceleration ............................................. 32
        12.2. Other Remedies ........................................... 33
        12.3. Rescission ............................................... 33
        12.4. No Waivers or Election of Remedies, Expenses, etc ........ 33

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES ...................... 34
        13.1. Registration of Notes .................................... 34
        13.2. Transfer and Exchange of Notes ........................... 34
        13.3. Replacement of Notes ..................................... 34

14. PAYMENTS ON NOTES .................................................. 35
        14.1. Place of Payment ......................................... 35
        14.2. Home Office Payment ...................................... 35

15. EXPENSES, ETC ...................................................... 36
         15.1. Transaction Expenses .................................... 36
         15.2. Survival ................................................ 37

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
         AGREEMENT ..................................................... 37

17. AMENDMENT AND WAIVER ............................................... 37
         17.1. Requirements ............................................ 37
         17.2. Solicitation of Holders of Notes ........................ 37
         17.3. Binding Effect, etc ..................................... 38
         17.4. Notes held by Exchange, etc ............................. 38

18. NOTICES ............................................................ 39

19. REPRODUCTION OF DOCUMENTS .......................................... 39

20. CONFIDENTIAL INFORMATION ........................................... 40

21. SUBSTITUTION OF PURCHASER .......................................... 41

22. MISCELLANEOUS ...................................................... 41
        22.1. Successors and Assigns ................................... 41
        22.2. Construction ............................................. 41
        22.3. Payments Due on Non-Business Days ........................ 42
        22.4. Severability ............................................. 42
        22.5. Accounting Terms ......................................... 42
        22.6. Counterparts ............................................. 42
        22.7. Governing Law ............................................ 42

23.     DEFEASANCE ..................................................... 43
        23.1. Exchange's Option to Effect Covenant Defeasance .......... 43

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        23.2. Deposited Money and Government Obligations to Be
                 Held in Trust; Other Miscellaneous Provisions ......... 45
        23.3. Reinstatement ............................................ 46

Exhibit 1(a)        -- Form of 7.48% Senior Note, Series A, due 2011
Exhibit 1(b)        -- Form of 7.75% Senior Note, Series B, due 2021
Exhibit 1(c)        -- Form of 7.84% Senior Note, Series C, due 2026
Exhibit 4.1(c)(1)   -- Form of First Closing Opinion of Special Counsel for the
                       Exchange
Exhibit 4.1(c)(2)   -- Form of First Closing Opinion of Counsel for the Exchange
Exhibit 4.1(c)(3)   -- Form of First Closing Opinion of Special Counsel for the
                       Purchasers
Exhibit 4.3(a)      -- Form of Second and Third Closing Opinion of Special
                       Counsel for the Exchange
Exhibit 4.3(b)      -- Form of Second and Third Closing Opinion of Special
                       Counsel for the Purchasers

Schedule A     --   Names and Addresses of Purchasers
Schedule B     --   Defined Terms
Schedule 5.3   --   Disclosure Information
Schedule 5.4   --   Subsidiaries
Schedule 5.5   --   Financial Statements
Schedule 5.8   --   Litigation
Schedule 5.11  --   Licenses, etc.
Schedule 5.15  --   Existing Debt and Liens
Schedule 6.2   --   Certain Plans Maintained by the Exchange

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                          NEW YORK MERCANTILE EXCHANGE
                             Four World Trade Center
                               New York, NY 10048

                     7.48% Senior Notes, Series A, due 2011
                     7.75% Senior Notes, Series B, due 2021
                     7.84% Senior Notes, Series C, due 2026

                                                          As of October 15, 1996

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

            NEW YORK MERCANTILE EXCHANGE, a New York corporation formed under
the NPCL (the "Exchange"), agrees with you as follows:

1. AUTHORIZATION OF NOTES.

            The Exchange has duly authorized the issue and sale of $31,000,000
aggregate principal amount of its 7.48% Senior Notes, Series A, due 2011 (the
"Series A Notes"), $54,000,000 aggregate principal amount of its 7.75% Senior
Notes, Series B, due 2021 (the "Series B Notes") and $15,000,000 aggregate
principal amount of its 7.84% Senior Notes, Series C, due 2026 (the "Series C
Notes" and, together with the Series A Notes and the Series B Notes, the
"Notes"), such notes to be substantially in the respective forms set out in
Exhibits 1(a), 1(b) and 1(c). As used herein, the term "Notes" shall mean all
notes (irrespective of series unless otherwise specified) originally delivered
pursuant to this Agreement and the Other Agreements referred to below and all
notes delivered in substitution or exchange for any such note and, where
applicable, shall include the singular number as well as the plural. The terms
"Note", "Series A Note", "Series B Note" and "Series C Note" mean one of the
Notes, Series A Notes, Series B Notes and Series C Notes, respectively. Certain
capitalized and other terms used in this Agreement are defined in Schedule B;
references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.

2. SALE AND PURCHASE OF NOTES.

            Subject to the terms and conditions of this Agreement, the Exchange
will issue and sell to you and you will purchase from the Exchange, at one or
more of the Closings provided for in Section 3, Notes of the series and in the
principal amount or amounts specified opposite your name in Schedule A at the
purchase price of 100% of the principal amount thereof.

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Contemporaneously with entering into this Agreement, the Exchange is entering
into separate Note Purchase Agreements (the "Other Agreements") identical with
this Agreement with the other purchasers named in Schedule A (the "Other
Purchasers"), providing for the sale at one or more of such Closings to each of
the Other Purchasers of Notes of the series and in the principal amount or
amounts specified opposite its name in Schedule A. Your obligation hereunder and
the obligations of the Other Purchasers under the Other Agreements are several
and not joint obligations and you shall have no obligation under any Other
Agreement and no liability to any Person for the performance or non-performance
by any Other Purchaser thereunder.

3. CLOSINGS.

            The sale and purchase of the Notes to be purchased by you and the
Other Purchasers shall occur at the offices of Willkie Farr & Gallagher, One
Citicorp Center, 153 East 53rd Street, New York, NY 10022 at 10:00 a.m., New
York time, at three closings (individually a "Closing" and respectively the
"First Closing", the "Second Closing" and the "Third Closing"). The First
Closing shall be on October 18, 1996, or such other Business Day thereafter on
or prior to October 31, 1996 as may be agreed to by the Exchange and you (if you
are purchasing Notes at such Closing) and the Other Purchasers then purchasing
Notes. The Second Closing shall be on December 27, 1996, or such other Business
Day on or prior to December 31, 1996 as may be agreed to by the Exchange and you
(if you are purchasing Notes at such Closing) and the Other Purchasers then
purchasing Notes. The Third Closing shall be on January 27, 1997, or such other
Business Day on or prior to January 31, 1997 as may be agreed to by the Exchange
and you (if you are purchasing Notes at such Closing). At each Closing for your
purchase of Notes the Exchange will deliver to you the Notes to be purchased by
you in the form of a single Note of each series (or such greater number of Notes
of each series in denominations of at least $500,000 as you may request), dated
the date of such Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Exchange or its order of the purchase
price therefor by wire transfer of immediately available funds to account number
09250276 of Brown Brothers Harriman & Co., at Citibank, N.A., ABA number
021000089 for the Exchange's account number 8442519 at Brown Brothers Harriman &
Co. (NYMEX Construction Asset Portfolio; contact: Robert Push).

            If the Exchange shall fail to tender the Notes to be purchased by
you at any Closing on or before the last date specified above in this Section 3
for such Closing, or if any of the conditions specified in Section 4 with
respect to such Closing shall not have been fulfilled to your satisfaction on or
before the last date specified above for such Closing, you shall be relieved of
all further obligations to purchase Notes under this Agreement, without thereby
waiving any rights you may have by reason of such failure or such nonfulfillment
(including without limitation pursuant to Section 11(j)).

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4. CONDITIONS TO CLOSING.

4.1. First Closing.

            Your obligation to purchase and pay for the Notes to be sold to you
at the First Closing is subject to the fulfillment to your satisfaction, prior
to or at the First Closing, of the following conditions:

            (a) Representations and Warranties. The representations and
      warranties of the Exchange in this Agreement shall be correct when made
      and correct in all material respects at the time of such Closing.

            (b) Officer's Certificates. The Exchange shall have delivered to you
      an Officer's Certificate, dated the date of the First Closing, certifying
      that the conditions specified in paragraphs (a), (e) and (f) of this
      Section 4.1 and paragraphs (a) and (b) of Section 4.2 have been fulfilled.
      The Exchange shall have also delivered to you a certificate of the
      Secretary or an Assistant Secretary of the Exchange certifying as to the
      resolutions attached thereto and other corporate proceedings relating to
      the authorization, execution and delivery of the Notes and this Agreement
      and the Other Agreements.

            (c) Opinions of Counsel. You shall have received opinions in form
      and substance satisfactory to you, dated the date of the First Closing,
      (i) from Winthrop, Stimson, Putnam & Roberts, special counsel for the
      Exchange, substantially in the form set forth in Exhibit 4.1(c)(1) and
      covering such other matters incident to the transactions contemplated
      hereby as you or your counsel may reasonably request (and the Exchange
      hereby instructs its counsel to deliver such opinion to you), (ii) from
      Ronald S. Oppenheimer, Esq., Executive Vice President and General Counsel
      of the Exchange, substantially in the form set forth in Exhibit 4.1(c)(2)
      and covering such other matters incident to the transactions contemplated
      hereby as you or your counsel may reasonably request (and the Exchange
      hereby instructs its counsel to deliver such opinion to you) and (iii)
      from Willkie Farr & Gallagher, your special counsel in connection with
      such transactions, substantially in the form set forth in Exhibit 4.1(c)
      (3) and covering such other matters incident to such transactions as you
      may reasonably request.

            (d) Private Placement Numbers. A Private Placement Number issued by
      Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
      Valuation Office of the National Association of Insurance Commissioners)
      shall have been obtained for the Notes of each series.

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            (e) Changes in Corporate Structure. The Exchange shall not have
      changed its jurisdiction of incorporation or been a party to any merger or
      consolidation and shall not have succeeded to all or any substantial part
      of the liabilities of any other entity (whether or not the transaction
      would be permitted by Section 10.4) at any time following the date of the
      most recent financial statements referred to in Schedule 5.5.

            (f) Rating. The Notes shall have been rated "AA" or better by
      Standard & Poor's Rating Group, a division of McGraw-Hill, Inc.

4.2. Conditions to Each Closing.

            Your obligation to purchase and pay for the Notes to be purchased by
you hereunder at any Closing is subject to the fulfillment to your satisfaction,
prior to or at such Closing, of the following additional conditions:

            (a) Performance. The Exchange shall have performed all agreements
      required on its part to be performed under this Agreement on or prior to
      the date of such Closing.

            (b) No Default. No Default or Event of Default shall have occurred
      and been continuing.

            (c) Proceedings and Documents. All corporate and other proceedings
      in connection with the transactions contemplated by this Agreement and all
      documents and instruments incident to such transactions shall be
      satisfactory to you and your special counsel, and you and your special
      counsel shall have received all such counterpart originals or certified or
      other copies of such documents as you or they may reasonably request.

            (d) Purchase Permitted By Applicable Law, etc. On the date of such
      Closing your purchase of Notes shall (i) be permitted by the laws and
      regulations of each jurisdiction to which you are subject, without
      recourse to provisions (such as Section 1405 (a)(8) of the New York
      Insurance Law) permitting limited investments by insurance companies
      without restriction as to the character of the particular investment, (ii)
      not violate any applicable law or regulation (including without limitation
      Regulation G, T or X of the Board of Governors of the Federal Reserve
      System) and (iii) not subject you to any tax (other than income or
      franchise taxes), penalty or liability under or pursuant to any applicable
      law or regulation, which law or regulation was not in effect on the date
      hereof. If requested by you, you shall have received an Officer's
      Certificate certifying as to such matters of fact as you may reasonably
      specify to enable you to determine whether such purchase is so permitted.

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            (e) Sale of Notes to Other Purchasers. The Exchange shall sell to
      the Other Purchasers and the Other Purchasers shall purchase the Notes to
      be purchased by them at or before such Closing as specified in Schedule A.

            (f) Payment of Special Counsel Fees. Without limiting the provisions
      of Section 15.1, the Exchange shall have paid on or before the date of
      such Closing the fees, charges and disbursements of your special counsel
      referred to in Section 4.1(c) to the extent reflected in a statement of
      such counsel rendered to the Exchange at least one Business Day prior to
      such Closing.

4.3. Additional Condition to Second and Third Closing.

            Your obligation to purchase and pay for the Notes to be purchased by
you hereunder at the Second or Third Closing is subject to the fulfillment to
your satisfaction, prior to or at such Closing, of the following additional
conditions:

            (a) Representations and Warranties. The representations and
      warranties of the Exchange in Sections 5.1, 5.2, 5.6 and 5.13 shall be
      correct in all material respects at the time of such Closing.

            (b) Opinions of Counsel. You shall have received opinions in form
      and substance satisfactory to you, dated the date of such Closing, (i)
      from Winthrop, Stimson, Putnam & Roberts, special counsel for the
      Exchange, substantially in the form set forth in Exhibit 4.3(a)(1) and
      covering such other matters incident to the transactions contemplated
      hereby as you or your counsel may reasonably request (and the Exchange
      hereby instructs its counsel to deliver such opinion to you), and (ii)
      from Willkie Farr & Gallagher, your special counsel in connection with
      such transactions, substantially in the form set forth in Exhibit
      4.3(a)(2) and covering such other matters incident to such transactions as
      you may reasonably request.

            (c) Officer's Certificate. The Exchange shall have delivered to you
      an Officer's Certificate, dated the date of such Closing, certifying that
      the conditions specified in paragraph (a) of this Section 4.3 and
      paragraphs (a) and (b) of Section 4.2 have been fulfilled.

5. REPRESENTATIONS AND WARRANTIES OF THE EXCHANGE.

            The Exchange represents and warrants to you that:

5.1. Organization; Power and Authority.

            The Exchange is a corporation duly organized under the NPCL, validly
existing and in good standing under the laws of the State of New York, and is
duly qualified as a foreign corporation

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and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Exchange has the
corporate power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and the Other
Agreements and the Notes and to perform the provisions hereof and thereof.

5.2. Authorization, etc.

            This Agreement and the Other Agreements and the Notes have been duly
authorized by all necessary corporate action on the part of the Exchange, and
this Agreement constitutes, and upon execution and delivery thereof each Note
will constitute, a legal, valid and binding obligation of the Exchange
enforceable against the Exchange in accordance with its terms, except as may be
limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(b) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

5.3. Disclosure.

            The Exchange, through its agent, Morgan Stanley & Co. Incorporated,
has delivered to you a copy of a Private Placement Memorandum dated August 19,
1996 (the "Memorandum"), relating to the transactions contemplated hereby. This
Agreement, the Memorandum, the documents, certificates or other writings
delivered to you by or on behalf of the Exchange in connection with the
transactions contemplated hereby and described in Schedule 5.3, and the
financial statements listed in Schedule 5.5, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made. Except as disclosed in the Memorandum
or as expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since December 31, 1995, there has been no
change in the financial condition, operations, business or properties of the
Exchange or any Subsidiary except changes that individually or in the aggregate
would not reasonably be expected to have a Material Adverse Effect.

5.4. Organization and Ownership of Shares of Subsidiaries.

            (a) Schedule 5.4 is (except as noted therein) a complete and correct
list of the Exchange's Subsidiaries, showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization, and the percentage of shares
of

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each class of its capital stock or similar equity interests outstanding owned by
the Exchange and each other Subsidiary.

            (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the
Exchange and its Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Exchange or another Subsidiary free and clear
of any Lien (except as otherwise disclosed in Schedule 5.4).

            (c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

5.5. Financial Statements.

            The Exchange has delivered to you copies of the consolidated
financial statements of the Exchange and its consolidated Subsidiaries listed in
Schedule 5.5. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial position of the Exchange and its consolidated
Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments).

5.6. Compliance with Laws, Other Instruments, etc.

            The execution, delivery and performance by the Exchange of this
Agreement and the Notes will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of
any property of the Exchange or any Subsidiary under, any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-law or any other Material agreement or instrument to which the Exchange or
any Subsidiary is bound or by which the Exchange or any Subsidiary or any of
their respective properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental

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Authority applicable to the Exchange or any Subsidiary or (iii) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Exchange or any Subsidiary.

5.7. Governmental Authorizations, etc.

            No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Exchange of this Agreement or the
Notes.

5.8. Litigation; Observance, Statutes and Orders.

            (a) Except as described in Schedule 5.8, there are no actions, suits
or proceedings pending or, to the knowledge of the Exchange, threatened against
or affecting the Exchange or any Subsidiary or any property of the Exchange or
any Subsidiary in any court or before any arbitrator of any kind or before or by
any Governmental Authority that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

            (b) Except as described in Schedule 5.8, neither the Exchange nor
any Subsidiary is in default under any order, judgment, decree or ruling of any
court, arbitrator or Governmental Authority or is in violation of any applicable
law, ordinance, rule or regulation (including without limitation Environmental
Laws) of any Governmental Authority, which default or violation, individually or
in the aggregate, would reasonably be expected to have a Material Adverse
Effect.

5.9. Taxes.

            The Exchange and its Subsidiaries have filed all income tax returns
that are required to have been filed in any jurisdiction, and have paid all
taxes shown to be due and payable on such returns and all other taxes and
assessments payable by them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, except for any
taxes and assessments (a) the amount of which is not individually or in the
aggregate Material or (b) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Exchange or a Subsidiary, as the case may be, has
established adequate reserves to the extent required by GAAP. The Federal income
tax liabilities of the Exchange and its Subsidiaries (other than COMEX) have
been determined by the Internal Revenue Service and paid for all fiscal years up
to and including the fiscal year ended December 31, 1992 and the Federal income
tax liabilities of COMEX have been determined by the Internal Revenue Service
and paid for all fiscal years up to and including the fiscal year ended November
30, 1992.

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                                       9


5.10. Title to Property; Leases.

            The Exchange and its Subsidiaries have good and sufficient title to
their respective Material properties, including all such properties reflected in
the most recent audited balance sheet listed in Schedule 5.5 or purported to
have been acquired by the Exchange or a Subsidiary after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens, except for Liens that are permitted to exist under
Section 10.2 without equally and ratably securing the Notes. All Material leases
are valid and subsisting and are in full force and effect in all material
respects.

5.11. Licenses, Permits, etc.

            Except as disclosed in Schedule 5.11, the Exchange and its
Subsidiaries own or possess all licenses, permits, franchises, authorizations,
patents, copyrights, proprietary software, service marks, trademarks and trade
names, or rights thereto, that are Material, without known conflict with the
rights of others, except for those conflicts that, individually or in the
aggregate, would not have a Material Adverse Effect.

5.12. Compliance with ERISA.

            (a) The Exchange and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and would not reasonably be
expected to result in a Material Adverse Effect. Neither the Exchange nor any
ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or
the penalty or excise tax provisions of the Code relating to employee benefit
plans (as defined in Section 3 of ERISA), and no event, transaction or condition
has occurred or exists that would reasonably be expected to result in the
incurrence of any such liability by the Exchange or any ERISA Affiliate, or in
the imposition of any Lien on any of the rights, properties or assets of the
Exchange or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or
412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.

            (b) As of December 31, 1995, the projected benefit obligation for
each Plan that is a pension plan within the meaning of Section 3(2) of ERISA did
not exceed the fair market value of the Plan's assets. For this purpose,
"projected benefit obligation" shall have the meaning specified in paragraph 18
of Statement of Financial Accounting Standards No. 87.

            (c) The Exchange and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of

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                                       10


ERISA in respect of Multiemployer Plans that individually or in the aggregate
are Material.

            (d) The expected postretirement benefit obligation (determined as of
the last day of the Exchange's most recently ended fiscal year in accordance
with Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Exchange and its Subsidiaries is not Material.

            (e) With respect to each employee benefit plan, if any, disclosed by
you in writing to the Exchange in accordance with Section 6.2(c), neither the
Exchange nor any "affiliate" of the Exchange (as defined in Section V(c) of the
QPAM Exemption) has at this time, nor has exercised at any time during the
immediately preceding year, the authority to appoint or terminate the "QPAM" (as
defined in Part V of the QPAM Exemption) disclosed by you to the Exchange
pursuant to Section 6.2(c) as manager of any of the assets of any such plan or
to negotiate the terms of any management agreement with such QPAM on behalf of
any such plan, and the Exchange is not an "affiliate" (as so defined) of such
QPAM. The Exchange is not a party in interest with respect to any employee
benefit plan disclosed by you in accordance with Section 6.2(b) or 6.2(e). The
execution and delivery of this Agreement and the issuance and sale of the Notes
at any Closing hereunder will not involve any prohibited transaction (as such
term is defined in section 406(a) of ERISA and section 4975(c)(1)(A)-(D) of
the Code) that could subject the Exchange or any holder of a Note to any tax or
penalty on prohibited transactions imposed under said section 4975 of the Code
or by section 502(i) of ERISA. The representation by the Exchange in the
preceding sentence of this Section 5.12(e) is made in reliance upon and subject
to the accuracy of your representation in Section 6.2 as to the source of the
funds used to pay the purchase price of the Notes to be purchased by you.

5.13. Private Offering by the Exchange.

            Neither the Exchange nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof with,
any person other than you, the Other Purchasers and not more than 65 other
Institutional Investors, each of which has been offered the Notes at a private
sale for investment. Neither the Exchange nor anyone acting on its behalf has
taken, or will take, any action that would subject the issuance or sale of the
Notes to the registration requirements of Section 5 of the Securities Act.

5.14. Use of Proceeds; Margin Regulations.

            The Exchange will apply the net proceeds of the sale of the Notes to
complete construction of, and relocate to, its new

<PAGE>   15
                                       11


headquarters facility in New York City (as described in the Memorandum) and any
balance will be applied for general corporate purposes. No part of the proceeds
from the sale of the Notes hereunder will be used, directly or indirectly, for
the purpose of buying or carrying any margin stock within the meaning of
Regulation G of the Board of Governors of the Federal Reserve System (12 CFR
207), or for the purpose of buying or carrying or trading in any securities
under such circumstances as to involve the Exchange in a violation of Regulation
X of said Board (12 CFR 224) or to involve any broker or dealer in a violation
of Regulation T of said Board (12 CFR 220). Margin stock does not constitute
more than 1% of the value of the consolidated assets of the Exchange and its
Subsidiaries and the Exchange does not have any present intention that margin
stock will constitute more than 5% of the value of such assets. As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in said Regulation G.

5.15. Existing Debt.

            Schedule 5.15 sets forth a complete and correct list of all
outstanding Debt of the Exchange and its Subsidiaries as of September 30, 1996,
since which date there has been no Material change in the amounts, interest
rates, sinking funds, installment payments or maturities of the Debt of the
Exchange or any Subsidiary. Neither the Exchange nor any Subsidiary is in
default, and no waiver of default is currently in effect, in the payment of any
principal of or interest on any Debt, and no event or condition exists with
respect to any such Debt the outstanding principal amount of which exceeds
$500,000 that would permit (or that with the giving of notice or the lapse of
time, or both, would permit) one or more Persons to cause such Debt to become
due and payable before its stated maturity or before its regularly scheduled
dates of payment.

5.16. Foreign Assets Control Regulations, etc.

            Neither the sale of the Notes by the Exchange hereunder nor its use
of the proceeds thereof will violate the Trading with the Enemy Act, as amended,
or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

5.17. Status under Certain Statutes.

            Neither the Exchange nor any Subsidiary is subject to regulation
under the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, the Interstate Commerce Act, as amended, or the
Federal Power Act, as amended.

<PAGE>   16
                                       12


5.18. Environmental Matters.

            Neither the Exchange nor any Subsidiary has knowledge of any claim
or has received any notice of any claim, and no proceeding has been instituted
raising any claim against the Exchange or its Subsidiaries or any of their
respective real properties now or formerly owned, leased or operated by any of
them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as would not reasonably be
expected to result in a Material Adverse Effect.

6. REPRESENTATIONS OF THE PURCHASER.

6.1. Purchase of Notes.

            You represent that you are purchasing the Notes to be purchased by
you at each Closing for your own account or for one or more separate accounts
maintained by you or for the account of one or more pension or trust funds and
not with a view to the distribution thereof, provided that the disposition of
your or their property shall at all times be within your or their control. You
understand that the Notes have not been registered under the Securities Act and
may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required
by law, and that the Exchange is not required to register the Notes.

6.2. Source of Funds.

            You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

            (a) the Source is an "insurance company general account", as such
      term is defined in Prohibited Transaction Exemption ("PTE") 95-60 (issued
      July 12, 1995), and either (i) there is no "plan" with respect to which
      the aggregate amount of such general account's reserves and liabilities
      for the contracts held by or on behalf of such "plan" and all other
      "plans" maintained by the same employer (and affiliates thereof as defined
      in Section V(a)(1) of PTE 95-60) or by the same employee organization (in
      each case determined in accordance with PTE 95-60) exceeds or will exceed
      10% of the total of all reserves and liabilities of such general account
      (determined in accordance with PTE 95-60, exclusive of separate account
      liabilities, plus any applicable surplus) as of the date of the Closing
      for such purchase, or (ii) if any "plan" described in the preceding clause
      (i) exists, such "plan" is not a "plan" maintained by

<PAGE>   17
                                       13


      the Exchange or by any such affiliate or employee organization identified
      in Schedule 6.2; or

            (b) the Source is either (i) an insurance company pooled separate
      account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii)
      a bank collective investment fund, within the meaning of the PTE 91-38
      (issued July 12, 1991) and, except as you have disclosed to the Exchange
      in writing pursuant to this paragraph (b), no employee benefit plan or
      group of plans maintained by the same employer or employee organization
      beneficially owns more than 10% of all assets allocated to such pooled
      separate account or collective investment fund; or

            (c) the Source constitutes assets of an "investment fund" (within
      the meaning of Part V of the QPAM Exemption) managed by a "qualified
      professional asset manager" or "QPAM" (within the meaning of Part V of the
      QPAM Exemption), no employee benefit plan's assets that are included in
      such investment fund, when combined with the assets of all other employee
      benefit plans established or maintained by the same employer or by an
      affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption)
      of such employer or by the same employee organization and managed by such
      QPAM, exceed 20% of the total client assets managed by such QPAM, the
      conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
      neither the QPAM nor a person controlling or controlled by the QPAM
      (applying the definition of "control" in Section V(e) of the QPAM
      Exemption) owns a 5% or more interest in the Exchange and (i) the identity
      of such QPAM and (ii) the names of all employee benefit plans whose assets
      are included in such investment fund have been disclosed to the Exchange
      in writing pursuant to this paragraph (c); or

            (d) the Source is a governmental plan; or

            (e) the Source is one or more employee benefit plans, or a separate
      account or trust fund comprised of one or more employee benefit plans,
      each of which has been disclosed to the Exchange in writing pursuant to
      this paragraph (e); or

            (f) the Source does not include assets of any employee benefit plan,
      other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.

6.3. Not an Exchange Member.

            You represent that you are not an Exchange Member.

<PAGE>   18
                                       14


7. INFORMATION AS TO EXCHANGE.

7.1. Financial and Business Information.

            The Exchange shall deliver to you (so long as you are obligated to
purchase Notes hereunder and thereafter so long as you shall hold any of the
Notes) and to each holder of Notes that is an Institutional Investor:

            (a) Quarterly Statements - - promptly upon their becoming available
      and in any event within 60 days after the end of each quarterly fiscal
      period in each fiscal year of the Exchange (other than the last quarterly
      fiscal period of each such fiscal year), duplicate copies of,

                  (i) a consolidated balance sheet of the Exchange and its
            consolidated Subsidiaries as at the end of such quarter, and

                  (ii) consolidated statements of income and members' equity and
            cash flows of the Exchange and its consolidated Subsidiaries for
            such quarter and (in the case of the second and third quarters) for
            the portion of the fiscal year ending with such quarter,

      setting forth in each case in comparative form the figures for the
      corresponding periods in the previous fiscal year, all in reasonable
      detail, prepared in accordance with GAAP applicable to quarterly financial
      statements generally, and certified by a Senior Financial Officer as
      fairly presenting, in all material respects, the financial position of the
      companies being reported on and their results of operations and cash
      flows, subject to changes resulting from year-end adjustments;

            (b) Annual Statements -- promptly upon their becoming available and
      in any event within 105 days after the end of each fiscal year of the
      Exchange, duplicate copies of,

                  (i) a consolidated balance sheet of the Exchange and its
            consolidated Subsidiaries as at the end of such year, and

                  (ii) consolidated statements of income and members' equity and
            cash flows of the Exchange and its consolidated Subsidiaries for
            such year,

      setting forth in each case in comparative form the figures for the
      previous fiscal year, all in reasonable detail, prepared in accordance
      with GAAP, and accompanied by

                  (A) an opinion thereon of independent public accountants of
            recognized national standing, which opinion shall state that such
            financial statements

<PAGE>   19
                                       15


            present fairly, in all material respects, the financial position of
            the companies being reported upon and their results of operations
            and cash flows and have been prepared in conformity with GAAP, and
            that the examination of such accountants in connection with such
            financial statements has been made in accordance with generally
            accepted auditing standards, and that such audit provides a
            reasonable basis for such opinion in the circumstances, and

                  (B) a certificate of such accountants stating that they have
            reviewed this Agreement and stating further whether, in making their
            audit, they have become aware of any condition or event that then
            constitutes a Default or an Event of Default, and, if they are aware
            that any such condition or event then exists, specifying the nature
            and period of the existence thereof (it being understood that such
            accountants shall not be liable, directly or indirectly, for any
            failure to obtain knowledge of any Default or Event of Default
            unless such accountants should have obtained knowledge thereof in
            making an audit in accordance with generally accepted auditing
            standards or did not make such an audit);

            (c) CFTC and Other Reports - - promptly upon their becoming
      available, one copy of (i) each financial statement or Material report
      sent by the Exchange or any Subsidiary to public securities holders
      generally, (ii) each regular or periodic report, if any, filed by the
      Exchange or any Subsidiary with the Securities and Exchange Commission,
      and (iii) each Material report relating to the financial condition of the
      Exchange filed by the Exchange or any Subsidiary with the Commodity
      Futures Trading Commission (excluding reports or other information filed
      with said Commission in connection with rule changes or amendments and
      applications for designation as a "contract market" with respect to
      futures contracts);

            (d) Notice of Default or Event of Default - - promptly, and in any
      event within five Business Days after a Responsible Officer becomes aware
      of the existence of any Default or Event of Default (including without
      limitation the acceleration of any Debt referred to in clause (ii) of
      Section 11(e) irrespective of whether any rescission or annulment thereof
      is at the time being sought), a written notice specifying the nature and
      period of existence thereof and what action the Exchange is taking or
      proposes to take with respect thereto and the Exchange's estimate of the
      period of time that will be required to cure such Default or Event of
      Default;

            (e) ERISA Matters -- promptly, and in any event within five Business
      Days after a Responsible Officer becomes aware

<PAGE>   20
                                       16


      of any of the following, a written notice setting forth the nature thereof
      and the action, if any, that the Exchange or an ERISA Affiliate proposes
      to take with respect thereto:

                  (i) with respect to any Plan, any reportable event, as defined
            in section 4043(b) of ERISA and the regulations thereunder, for
            which notice thereof has not been waived pursuant to such
            regulations as in effect on the date hereof; or

                  (ii) the taking by the PBGC of steps to institute, or the
            threatening by the PBGC of the institution of, proceedings under
            section 4042 of ERISA for the termination of, or the appointment of
            a trustee to administer, any Plan, or the receipt by the Exchange or
            any ERISA Affiliate of a notice from a Multiemployer Plan that such
            action has been taken by the PBGC with respect to such Multiemployer
            Plan; or

                  (iii) any event, transaction or condition that could result in
            the incurrence of any liability by the Exchange or any ERISA
            Affiliate pursuant to Title I or IV of ERISA or the penalty or
            excise tax provisions of the Code relating to employee benefit
            plans, or in the imposition of any Lien on any of the rights,
            properties or assets of the Exchange or any ERISA Affiliate pursuant
            to Title I or IV of ERISA or such penalty or excise tax provisions,
            if such liability or Lien, taken together with any other such
            liabilities or Liens then existing, would reasonably be expected to
            have a Material Adverse Effect; and

            (f) Requested Information -- with reasonable promptness, such other
      data and information relating to the business, operations, affairs,
      financial condition, assets or properties of the Exchange or any of its
      Subsidiaries or the ability of the Exchange to perform its obligations
      hereunder and under the Notes as from time to time may be reasonably
      requested by you or any such holder (subject to the limitations of the
      final paragraph of Section 7.3)

            The Exchange shall deliver, with reasonable promptness after a
written request thereof or by any holder of a Note or a prospective transferee
of a Note, information satisfying the requirements of subsection (d)(4)(i) of
Rule 144A of the Securities and Exchange Commission under the Securities Act or
any similar rule then in effect.

7.2. Officer's Certificate.

            Each set of financial statements delivered to you (so long as you
are obligated to purchase Notes hereunder) or any holder of Notes pursuant to
Section 7.1(a) or Section 7.1(b)

<PAGE>   21
                                       17


shall be accompanied by a certificate of a Senior Financial Officer setting
forth:

            (a) Covenant Compliance -- the information (including detailed
      calculations) required in order to establish whether the Exchange was in
      compliance with the requirements of Sections 10.1 through 10.3, inclusive,
      during the quarterly or annual period covered by the statements then being
      furnished (including with respect to each such Section, where applicable,
      the calculations of the maximum amount permissible under the terms of such
      Section, and the calculation of the amount then in existence) ; and

            (b) No Default -- a statement that such Senior Financial Officer has
      reviewed the relevant terms hereof and has made, or caused to be made,
      under his or her supervision, a review of the transactions and conditions
      of the Exchange and its Subsidiaries from the beginning of the quarterly
      or annual period covered by the statements then being furnished to the
      date of the certificate and that such review shall not have disclosed the
      existence during such period of any condition or event that constitutes a
      Default or an Event of Default or, if any such condition or event existed
      or exists (including without limitation any such event or condition
      resulting from the failure of the Exchange or any Subsidiary to comply
      with any Environmental Law or the rules and regulations of the Commodities
      Futures Trading Commission), specifying the nature and period of existence
      thereof and what action the Exchange shall have taken or proposes to take
      with respect thereto and the Exchange's estimate of the period of time
      that will be required to cure such Default or Event of Default.

7.3. Inspection.

            The Exchange shall permit your representatives (so long as you shall
be obligated to purchase Notes hereunder and thereafter so long as you shall
hold any of the Notes) and the representatives of each holder of Notes that is
an Institutional Investor:

            (a) No Default -- if no Default or Event of Default then exists, at
      the expense of you or such holder and upon reasonable prior notice to the
      Exchange, to visit the principal executive office of the Exchange and to
      discuss the affairs, finances and accounts of the Exchange and its
      Subsidiaries with the Exchange's officers, all at such reasonable times
      during the Exchange's regular business hours and as often as may be
      reasonably requested in writing; and

            (b) Default -- if a Default or Event of Default then exists, at the
      expense of the Exchange and upon reasonable prior notice to the Exchange,
      to visit and inspect any of

<PAGE>   22
                                       18


      the offices or properties of the Exchange or any Subsidiary, to examine
      all their respective books of account, records, reports and other papers,
      to make copies and extracts therefrom, and to discuss their respective
      affairs, finances and accounts with their respective officers and
      independent public accountants (and by this provision the Exchange
      authorizes said accountants to discuss the affairs, finances and accounts
      of the Exchange and its Subsidiaries), all at such reasonable times and as
      often as may be requested.

            Neither the Exchange nor any of its Subsidiaries shall be required
to provide materials or information pursuant to Section 7.1(f) or this Section
7.3 if the disclosure of such materials or information, based upon written
advice of counsel to the Exchange (furnished for information purposes only to
you or any holder of Notes requesting such materials or information at the
Exchange's expense), would be prohibited under applicable law or regulation or
decree of any Governmental Authority or by the terms of any confidentiality
agreement binding on the Exchange or such Subsidiary which is generally
applicable to all holders of securities issued by the Exchange and was not
entered into in contemplation of this Agreement. You agree, and each holder of
a Note by acceptance of such Note agrees, that any materials or information
identified by the Exchange or any Subsidiary as Confidential Information in
connection with your exercise of rights pursuant to Section 7.1(f) or this
Section 7.3 shall be treated in a confidential manner in accordance with the
requirements of Section 20.

8. PREPAYMENT OF THE NOTES.

            In addition to the payment of the entire unpaid principal amount of
the Notes of each series at the final maturity thereof, the Exchange will make
required prepayments and may make optional prepayments in respect of the Notes
as hereinafter provided.

8.1. Required Prepayments.

            (a) Series A Notes. On October 1, 2001 and on each October 1
thereafter to and including October 1, 2010, the Exchange will prepay in
accordance with Section 14 an aggregate principal amount of the Series A Notes
equal to 9.08064% of the aggregate principal amount (rounded to the nearest
$1,000) of Series A Notes originally issued under this Agreement and the Other
Agreements (or such lesser principal amount as shall then be outstanding), such
prepayment to be made at the principal amount to be prepaid, together with
accrued interest thereon to the date of such prepayment, without premium and
allocated as provided in Section 8.3, provided that upon any partial prepayment
of the Series A Notes pursuant to Section 8.2 or any purchase of less than all
of the Series A Notes pursuant to Section 8.5, the principal amount of each
required prepayment of the Series A Notes becoming due under this Section 8.1(a)
on and

<PAGE>   23
                                       19


after the date of such prepayment or purchase shall be reduced in the same
proportion as the aggregate unpaid principal amount of the Series A Notes is
reduced as a result of such prepayment or purchase.

            (b) Series B Notes. On October 1, 2011 and on each October 1
thereafter to and including October 1, 2020, the Exchange will prepay in
accordance with Section 14 an aggregate principal amount of the Series B Notes
equal to 9.09074% of the aggregate principal amount (rounded to the nearest
$1,000) of Series B Notes originally issued under this Agreement and the Other
Agreements (or such lesser principal amount as shall then be outstanding), such
prepayment to be made at the principal amount to be prepaid, together with
accrued interest thereon to the date of such prepayment, without premium and
allocated as provided in Section 8.3, provided that upon any partial prepayment
of the Series B Notes pursuant to Section 8.2 or any purchase of less than all
of the Series B Notes pursuant to Section 8.5, the principal amount of each
required prepayment of the Series B Notes becoming due under this Section 8.1(b)
on and after the date of such prepayment or purchase shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Series B Notes
is reduced as a result of such prepayment or purchase.

            (c) Series C Notes. On October 1, 2022 and on each October 1
thereafter to and including October 1, 2025, the Exchange will prepay in
accordance with Section 14 an aggregate principal amount of the Series C Notes
equal to 20% of the aggregate principal amount (rounded to the nearest $1,000)
of Series C Notes originally issued under this Agreement and the Other
Agreements (or such lesser principal amount as shall then be outstanding), such
prepayment to be made at the principal amount to be prepaid, together with
accrued interest thereon to the date of such prepayment, without premium and
allocated as provided in Section 8.3, provided that upon any partial prepayment
of the Series C Notes pursuant to Section 8.2 or any purchase of less than all
of the Series C Notes pursuant to Section 8.5, the principal amount of each
required prepayment of the Series C Notes becoming due under this Section 8.1(c)
on and after the date of such prepayment or purchase shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Series C Notes
is reduced as a result of such prepayment or purchase.

8.2. Optional Prepayments.

            The Exchange may, at its option and upon notice as provided below,
prepay in accordance with Section 14 on any Business Day after the Third Closing
all, or from time to time any part of, the Notes of any series (in a minimum
amount of $1,000,000 and otherwise in multiples of $100,000), at the principal
amount so prepaid, together with interest accrued thereon to the date of such
prepayment, plus the Make-Whole

<PAGE>   24
                                       20


Amount for the Notes of such series determined for the prepayment date with
respect to such principal amount.

            The Exchange will give each holder of Notes of the series to be
prepaid written notice of each optional prepayment under this Section 8.2 not
less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify the date fixed for such prepayment
(which shall be a Business Day), the aggregate principal amount of the Notes of
such series to be prepaid on such date, the principal amount of Notes of such
series held by such holder to be prepaid (determined in accordance with Section
8.3), the interest to be paid on the prepayment date with respect to such
principal amount being prepaid and that such prepayment is being made pursuant
to this Section 8.2. Each such notice of prepayment pursuant to this Section 8.2
shall be accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount for the Notes of such series due in connection with
such prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two Business Days
prior to such prepayment of Notes, the Exchange shall deliver to each holder of
Notes of the series to be prepaid a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount for the Notes of such
series as of the specified prepayment date. All notices and certificates
delivered under this Section 8.2 shall be sent in accordance with Section 18
(including without limitation by telecopy if a number has been provided to the
Exchange).

8.3. Allocation of Partial Prepayments.

            In the case of each partial prepayment of the Notes or the Notes of
any series, the principal amount of the Notes or the Notes of such series, as
the case may be, to be prepaid shall be allocated among all the Notes, or the
Notes of such series, as the case may be, at the time outstanding in proportion,
as nearly as practicable, to the respective unpaid principal amounts thereof.

8.4. Maturity; Surrender; etc.

            In the case of each prepayment of Notes pursuant to this Section 8,
the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Exchange shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Exchange and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

<PAGE>   25
                                       21


8.5. Purchase of Notes.

            The Exchange will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except (a) upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes or (b) pursuant to an
offer to purchase made by the Exchange or an Affiliate pro rata to the holders
of all Notes at the time outstanding upon the same terms and conditions (except
for such difference in the offering price that reflects differences in interest
rates and maturities of the Notes of the respective series). Any such offer
shall provide each holder with sufficient information to enable it to make an
informed decision with respect to such offer, and shall remain open for at least
20 Business Days. If the holders of more than 25% of the principal amount of the
Notes of any series then outstanding accept such offer, the Exchange shall
promptly notify the remaining holders of all Notes of such fact and the
expiration date for the acceptance by holders of Notes of such offer shall be
extended by the number of days necessary to give each such remaining holder at
least five Business Days from its receipt of such notice to accept such offer.
The Exchange will promptly cancel all Notes acquired by it or any Affiliate
pursuant to any payment, prepayment or purchase of Notes pursuant to any
provision of this Agreement and no Notes may be issued in substitution or
exchange for any such Notes.

8.6. Make-Whole Amount.

            The term "Make-Whole Amount" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

            "Called Principal" means, with respect to any Note, the principal of
      such Note that is to be prepaid pursuant to Section 8.2 or has become or
      is declared to be immediately due and payable pursuant to Section 12.1, as
      the context requires.

            "Discounted Value" means, with respect to the Called Principal of
      any Note, the amount obtained by discounting all Remaining Scheduled
      Payments with respect to such Called Principal from their respective
      scheduled due dates to the Settlement Date with respect to such Called
      Principal, in accordance with accepted financial practice and at a
      discount factor (applied on the same periodic basis as that on which
      interest on the Notes is payable) equal to the Reinvestment Yield with
      respect to such Called Principal.

<PAGE>   26
                                       22


            "Reinvestment Yield" means, with respect to the Called Principal of
      any Note, the yield to maturity implied by (i) the yields reported, as of
      10:00 A.M. (New York City time) on the second Business Day preceding the
      Settlement Date with respect to such Called Principal, on the display
      designated as "USD" on the Bloomberg Financial Markets Commodities News
      Screen (or such other display as may replace USD on the Bloomberg
      Financial Markets Commodities News Screen) for actively traded U.S.
      Treasury securities having a maturity equal to the Remaining Average Life
      of such Called Principal as of such Settlement Date, or (ii) if such
      yields are not reported as of such time or the yields reported as of such
      time are not ascertainable, the Treasury Constant Maturity Series Yields
      reported, for the latest day for which such yields have been so reported
      as of the second Business Day preceding the Settlement Date with respect
      to such Called Principal, in Federal Reserve Statistical Release H.15
      (519)(or any comparable successor publication) for actively traded U.S.
      Treasury securities having a constant maturity equal to the Remaining
      Average Life of such Called Principal as of such Settlement Date. Such
      implied yield will be determined, if necessary, by (a) converting U.S.
      Treasury bill quotations to bond-equivalent yields in accordance with
      accepted financial practice and (b) interpolating linearly between (1) the
      actively traded U.S. Treasury security with a maturity closest to and
      greater than the Remaining Average Life and (2) the actively traded U.S.
      Treasury security with a maturity closest to and less than the Remaining
      Average Life.

            "Remaining Average Life" means, with respect to any Called
      Principal, the number of years (calculated to the nearest one-twelfth
      year) obtained by dividing (i) such Called Principal into (ii) the sum of
      the products obtained by multiplying (a) the principal component of each
      Remaining Scheduled Payment with respect to such Called Principal by (b)
      the number of years (calculated to the nearest one-twelfth year) that will
      elapse between the Settlement Date with respect to such Called Principal
      and the scheduled due date of such Remaining Scheduled Payment.

            "Remaining Scheduled Payments" means, with respect to the Called
      Principal of any Note, all payments of such Called Principal and interest
      thereon that would be due after the Settlement Date with respect to such
      Called Principal if no payment of such Called Principal were made prior to
      its scheduled due date, provided that if such Settlement Date is not a
      date on which interest payments are due to be made under the terms of the
      Notes, then the amount of the next succeeding scheduled interest payment
      will be reduced by the amount of interest accrued to such Settlement Date
      and required to be paid on such Settlement Date pursuant to Section 8.2 or
      12.1.

<PAGE>   27
                                       23


            "Settlement Date" means, with respect to the Called Principal of any
      Note, the date on which such Called Principal is to be prepaid pursuant to
      Section 8.2 or has become or is declared to be immediately due and payable
      pursuant to Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS.

            The Exchange covenants that so long as you shall be obligated to
purchase Notes hereunder and thereafter so long as any of the Notes are
outstanding:

9.1. Compliance with Law.

            The Exchange will and will cause each of its Subsidiaries to comply
with all laws, ordinances or governmental rules or regulations to which each of
them is subject, including, without limitation, Environmental Laws and the rules
and regulations of the Commodity Futures Trading Commission, and will obtain and
maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

9.2. Insurance.

            The Exchange will and will cause each of its Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

9.3. Maintenance of Properties.

            The Exchange will and will cause each of its Subsidiaries to
maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary wear
and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent
the Exchange or any Subsidiary from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and, in the good faith judgment of the Exchange, such
discontinuance,

<PAGE>   28
                                       24


individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.

9.4. Payment of Taxes.

            The Exchange will and will cause each of its Subsidiaries to file
all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other
taxes, assessments, governmental charges or levies payable on them or any of
them, to the extent such taxes and assessments have become due and payable and
before they have become delinquent, provided that neither the Exchange nor any
Subsidiary need pay any such tax, assessment, charge or levy if (a) the same can
be paid without any penalty or (b) the amount, applicability or validity thereof
is contested by the Exchange or such Subsidiary on a timely basis in good faith
and in appropriate proceedings, and the Exchange or a Subsidiary has established
adequate reserves therefor in accordance with and to the extent required by GAAP
on the books of the Exchange or such Subsidiary or (c) the nonpayment of all
such taxes, assessments, charges and levies in the aggregate would not
reasonably be expected to have a Material Adverse Effect.

9.5. Corporate Existence, etc.

            Subject to Section 10.4, the Exchange will at all times preserve and
keep in full force and effect its corporate existence. The Exchange will at all
times preserve and keep in full force and effect the corporate existence of each
of its Subsidiaries (unless merged into the Exchange or merged into or
consolidated with a Subsidiary) and the Exchange will at all times preserve and
keep in full force and effect, and will cause each Subsidiary at all times to
preserve and keep in full force and effect, all of their respective rights and
franchises unless, in the good faith judgment of the Exchange, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or franchise, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

9.6. Nature of Business.

            The Exchange will continue to be primarily engaged in providing or
operating facilities for the buying and selling of commodities for future
delivery, options or similar instruments.

10. NEGATIVE COVENANTS.

            The Exchange covenants that so long as you shall be obligated to
purchase Notes hereunder and thereafter so long as any of the Notes are
outstanding:

<PAGE>   29
                                       25


10.1. Subsidiary Debt.

            The Exchange will not permit any Subsidiary to create, assume,
incur, guarantee or otherwise be or become liable in respect of any Debt except

            (a) Debt existing on the date of this Agreement and described in
      Schedule 5.15,

            (b) Debt owing by any Subsidiary to the Exchange or another
      Subsidiary,

            (c) in the case of any Person that after the date of this Agreement
      becomes a Subsidiary or is consolidated with or merged with or into the
      Exchange or a Subsidiary or sells, leases or otherwise disposes of all or
      substantially all of its property or assets to the Exchange or a
      Subsidiary, Debt existing at the time such Person becomes a Subsidiary or
      is so consolidated or merged or effects such sale, lease or other
      disposition of property or assets (which Debt is not incurred in
      contemplation thereof), and any extension, renewal or refunding of any
      such Debt provided in each case that the principal amount of such Debt
      does not exceed the principal amount of such Debt being extended, renewed
      or refunded, and

            (d) other Debt, provided that after giving effect to the incurrence
      of such Debt the aggregate amount of Priority Debt does not exceed 15% of
      Consolidated Net Tangible Assets.

10.2. Liens.

            The Exchange will not and will not permit any Subsidiary to create,
assume, incur or suffer to be created, assumed or incurred or to exist any Lien
upon or with respect to any property or assets of the Exchange or any
Subsidiary, whether now owned or hereafter acquired, without making effective
provision (pursuant to documentation in form and substance reasonably
satisfactory to the Majority Holders) whereby the Notes shall be secured by such
Lien equally and ratably with or prior to any and all Debt and other obligations
to be secured thereby (so long as any such Debt or other obligations shall be
outstanding), provided that nothing in this Section 10.2 shall prohibit:

            (a) Liens in respect of property or assets of the Exchange or a
      Subsidiary existing on the date of this Agreement and described in
      Schedule 5.15;

            (b) Liens in respect of property or assets acquired or improved
      after the date of this Agreement, which Liens are created at the time of
      acquisition or completion of construction of such property or assets or
      within 120 days

<PAGE>   30
                                       26


      thereafter, to secure Debt assumed or incurred to finance all or any part
      of the purchase price or cost of construction of such property or assets,
      or in the case of any Person that after the date of this Agreement becomes
      a Subsidiary or is consolidated with or merged with or into the Exchange
      or a Subsidiary or sells, leases or otherwise disposes of all or
      substantially all of its property or assets to the Exchange or a
      Subsidiary, Liens existing at the time such Person becomes a Subsidiary or
      is so consolidated or merged or effects such sale, lease or other
      disposition of property or assets (and not incurred in contemplation
      thereof), or in the case of any property or assets acquired by the
      Exchange or any Subsidiary after the date of this Agreement, Liens
      existing on such property or assets at the time of acquisition thereof
      (and not incurred in contemplation thereof), whether or not the Debt
      secured thereby is assumed by the exchange or a Subsidiary, provided in
      any such case that

                  (i) no such Lien shall extend to or cover any other property
            or assets of the Exchange or such Subsidiary, as the case may be,
            and

                  (ii) the aggregate principal amount of Debt secured by all
            such Liens in respect of any such property or assets shall not
            exceed the lesser of the cost and the fair market value of such
            property or assets at the time of such acquisition (or in the case
            of Debt incurred to finance improvements the lesser of the cost and
            the fair market value at the time of completion of construction) or,
            in the case of a Lien in respect of property or assets existing at
            the time such Person becomes a Subsidiary or is so consolidated or
            merged or at the time of such sale, lease or other disposition, the
            fair market value of such property or assets at such time;

            (c) Liens relating to any extension, renewal or refunding of Debt
      secured by any such Lien permitted by paragraph (a) or (b), provided that
      the principal amount of Debt secured by any such Lien is not increased and
      such Lien does not extend to or cover any other property other than the
      property covered by such Lien immediately prior to such extension, renewal
      or refunding;

            (d) Liens on property or assets of a Subsidiary securing Debt or
      other obligations owed by a Subsidiary to the Exchange or to another
      Subsidiary;

            (e) Liens for current taxes, assessments or other governmental
      charges or levies in the ordinary course of business, either not yet due
      and payable or to the extent that nonpayment thereof shall be permitted by
      the proviso to Section 9.4;

<PAGE>   31
                                       27


            (f) Liens created by or resulting from any litigation or legal
      proceedings that are currently being contested in good faith and by
      appropriate proceedings and for which the Exchange or Subsidiary, as
      applicable, has established adequate reserves on its books in accordance
      with and to the extent required by GAAP;

            (g) other Liens incidental to the normal conduct of the business of
      the Exchange or any of its Subsidiaries, which are not incurred in
      connection with the incurrence of Debt and which do not in the aggregate
      materially impair the use of the affected property in the operation of the
      business of the Exchange and its Subsidiaries taken as a whole or the
      value of such property for the purpose of such business; and

            (h) Liens which would otherwise not be permitted by the foregoing
      paragraphs of this Section 10.2 without equally and ratably securing the
      Notes, securing Debt of the Exchange or a Subsidiary, provided that after
      giving effect to the incurrence of such Debt (or, if later, the creation,
      incurrence or assumption of any such Lien) the aggregate amount of
      Priority Debt does not exceed 15% of Consolidated Net Tangible Assets.

            In case any property or assets shall be subject to a Lien in
violation of this Section 10.2, the obligations of the Exchange under this
Agreement and the Notes shall have the benefit, to the full extent that and with
such priority as the holders of Notes may be entitled under applicable law, of
an equitable Lien on such property or assets securing the obligations of the
Exchange under this Agreement and the Notes, provided that such violation will
constitute a Default whether or not such equitable Lien is enforceable under
applicable law.

10.3. Sale and Leaseback Transactions.

            The Exchange will not and will not permit any Subsidiary to enter
into any arrangement, directly or indirectly, with any Person whereby the
Exchange or such Subsidiary shall sell, lease or transfer any asset, whether now
owned or hereafter acquired, and then or thereafter rent or lease as lessee such
asset or any part thereof or any other asset that the Exchange or such
Subsidiary, as the case may be, intends to use for substantially the same
purposes as the asset being sold, leased or transferred (any such sale, lease or
transfer and rent or lease, a "Sale and Leaseback Transaction"), unless:

            (a) the Exchange shall make effective provision (pursuant to
      documentation in form and substance reasonably satisfactory to the
      Required Holders) whereby the Notes shall be secured equally and ratably
      with or prior to any other Debt secured by a Lien on the asset subject to
      such Sale and Leaseback Transaction;

<PAGE>   32
                                       28


            (b) such Sale and Leaseback Transaction involves an asset upon which
      a Lien would at the time be permitted by Section 10.2(b) without equally
      and ratably securing the Notes or such Sale and Leaseback Transaction is
      between the Exchange and a Subsidiary as lessee and involves an asset
      subject to a Lien permitted by Section 10.2(d);

            (c) such lease is for a period not exceeding one year, at the
      expiration of which it is intended that the use of such asset by the
      lessee will be discontinued;

            (d) such Sale and Leaseback Transaction relates to equipment,
      fixtures, supplies or materials that, in the reasonable determination of
      the Exchange, are outdated or obsolete; or

            (e) after giving effect to such Sale and Leaseback Transaction, the
      aggregate amount of Priority Debt does not exceed 15% of Consolidated Net
      Tangible Assets.

10.4. Merger, Consolidation, etc.

            The Exchange will not consolidate with or merge with any other
corporation or convey, transfer or lease all or substantially all of its assets
in a single transaction or series of transactions to any Person unless

            (a) the continuing, surviving or acquiring corporation (the
      "surviving corporation") shall be a solvent corporation organized under
      the laws of the United States of America or any State thereof, and the
      surviving corporation (if not the Exchange) shall have executed and
      delivered to each holder of a Note its assumption of the due and punctual
      performance and observance of all obligations of the Exchange under this
      Agreement, the Other Agreements and the Notes,

            (b) immediately after giving effect to such transaction no Default
      or Event of Default shall have occurred and be continuing, and

            (c) the surviving corporation shall have caused to be delivered to
      each holder of a Note an opinion of counsel reasonably satisfactory to the
      Majority Holders to the effect that all agreements or instruments
      effecting such assumption are enforceable in accordance with their terms
      and comply with the terms hereof.

10.5. Transactions with Affiliates.

            The Exchange will not and will not permit any Subsidiary to enter
into directly or indirectly any Material transaction or Material group of
related transactions (including without limitation with respect to the purchase,
lease, sale or exchange of properties of any kind or the rendering of any

<PAGE>   33
                                       29


service) with any Affiliate (other than the Exchange or a Subsidiary), except
(a) pursuant to the reasonable requirements of the Exchange's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Exchange or such Subsidiary than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate, (b) any transaction
entered into with Commodities Exchange Center, Inc. or any member thereof and
(c) any transaction to which this Agreement by its express terms is
inapplicable. For purposes of clarification, this Section 10.5 shall not apply
to any distribution of cash or property to, or the conferring of other benefits
upon, members (including former members) of the Exchange or any transaction
pursuant to which the fees of any members of the Exchange or such Subsidiary are
reduced or in connection with the financing of any membership in the Exchange.

11. EVENTS OF DEFAULT.

            An "Event of Default" shall exist if any of the following conditions
or events shall occur and be continuing:

            (a) the Exchange defaults in the payment of any principal or
      Make-Whole Amount, if any, on any Note when the same becomes due and
      payable, whether at maturity or at a date fixed for prepayment or by
      declaration or otherwise; or

            (b) the Exchange defaults in the payment of any interest on any Note
      for more than five Business Days after the same becomes due and payable;
      or

            (c) the Exchange defaults in the performance of or compliance with
      any term contained herein (other than those referred to in paragraphs (a)
      and (b) of this Section 11) and such default is not remedied within 30
      days after the earlier of (i) a Responsible Officer obtaining actual
      knowledge of such default and (ii) the Exchange receiving written notice
      of such default from any holder of a Note (any such written notice to be
      identified as a "notice of default" and to refer specifically to this
      paragraph (c) of Section 11); or

            (d) any representation or warranty made in writing by or on behalf
      of the Exchange or by any officer of the Exchange in this Agreement or in
      any writing furnished in connection with the transactions contemplated
      hereby proves to have been false or incorrect in any material respect on
      the date as of which made and, if curable, is not cured within 30 days
      after the earlier of (i) a Responsible Officer obtaining actual knowledge
      of such default and (ii) the Exchange receiving written notice of such
      default from any holder of a Note (any such written notice to be
      identified as a "notice of default" and to refer specifically to this
      paragraph (d) of Section 11); or

<PAGE>   34
                                       30


            (e) (i) the Exchange or any Subsidiary is in default (as principal
      or as guarantor or other surety) in the payment of any principal of or
      premium or make-whole amount or interest on any Debt for money borrowed
      that is outstanding beyond any period of grace provided with respect
      thereto, or (ii) the Exchange or any Subsidiary is in default in the
      performance of or compliance with any term of any evidence of any Debt for
      money borrowed or of any mortgage, indenture or other agreement relating
      thereto or any other condition exists and, as a result thereof, such Debt
      shall have become or be due and payable by acceleration or other action
      before its stated maturity or before its regularly scheduled dates of
      payment and such acceleration or other action shall not have been
      rescinded or annulled, or (iii) as a consequence of the occurrence or
      continuation of any event or condition (other than the passage of time or
      the right of the holder of Debt to convert such Debt into equity interests
      or the exercise by the Exchange or any Subsidiary of any option to
      purchase or repay Debt before its stated maturity or before its regularly
      schedule dates of payment), the Exchange or any Subsidiary has become
      obligated to purchase or repay Debt before its stated maturity or before
      its regularly scheduled dates of payment, provided that the aggregate
      outstanding principal amount of all such Debt (without duplication)
      described in clauses (i), (ii) and (iii) above shall exceed $10,000,000;
      or

            (f) the Exchange or any Subsidiary (i) is generally not paying, or
      admits in writing its inability to pay, its debts as they become due, (ii)
      files, or consents by answer or otherwise to the filing against it of, a
      petition for relief or reorganization or arrangement or any other petition
      in bankruptcy, for liquidation or to take advantage of any bankruptcy,
      insolvency, reorganization, moratorium or other similar law of any
      jurisdiction, (iii) makes a general assignment for the benefit of its
      creditors, (iv) consents to the appointment of a custodian, receiver,
      trustee or other officer with similar powers with respect to it or with
      respect to any substantial part of its property, (v) is adjudicated as
      insolvent or to be liquidated, or (vi) takes corporate action for the
      purpose of any of the foregoing; or

            (g) a court or governmental authority of competent jurisdiction
      enters an order appointing, without consent by the Exchange or any
      Subsidiary, a custodian, receiver, trustee or other officer with similar
      powers with respect to it or with respect to any substantial part of its
      property, or constituting an order for relief or approving a petition for
      relief or reorganization or any other petition in bankruptcy or for
      liquidation or to take advantage of any bankruptcy or insolvency law of
      any jurisdiction, or ordering the dissolution, winding-up or liquidation
      of the Exchange or any Subsidiary, or any such petition shall be filed
      against the Exchange or any Subsidiary and such

<PAGE>   35
                                       31


      petition shall remain unstayed for a period of 60 consecutive days; or

            (h) a final judgment or judgments for the payment of money
      aggregating in excess of $10,000,000 (excluding any amounts covered by
      insurance in respect of which the insurer has admitted liability) are
      rendered against one or more of the Exchange and its Subsidiaries which
      judgments are not, within 60 days after entry thereof, bonded, discharged
      or stayed pending appeal, or are not discharged within 60 days after the
      expiration of such stay; or

            (i) if (i) any Plan shall fail to satisfy the minimum funding
      standards of ERISA or the Code for any plan year or part thereof or a
      waiver of such standards or extension of any amortization period is sought
      or granted under section 412 of the Code, (ii) a notice of intent to
      terminate any Plan shall have been or is reasonably expected to be filed
      with the PBGC or the PBGC shall have instituted proceedings under ERISA
      section 4042 to terminate or appoint a trustee to administer any Plan or
      the PBGC shall have notified the Exchange or any ERISA Affiliate that a
      Plan may become a subject of any such proceedings, (iii) the aggregate
      "amount of unfunded benefit liabilities" (within the meaning of section
      4001 (a) (18) of ERISA) under all Plans, determined in accordance with
      Title IV of ERISA, shall exceed $10,000,000, (iv) the Exchange or any
      ERISA Affiliate shall have incurred or is reasonably expected to incur any
      liability pursuant to Title I or IV of ERISA or the penalty or excise tax
      provisions of the Code relating to employee benefit plans, (v) the
      Exchange or any ERISA Affiliate withdraws from any Multiemployer Plan, or
      (vi) the Exchange or any Subsidiary establishes or amends any employee
      welfare benefit plan that provides post-employment welfare benefits in a
      manner that would increase the liability of the Exchange or any Subsidiary
      thereunder; and any such event or events described in clauses (i) through
      (vi) above, either individually or together with any other such event or
      events, would reasonably be expected to have a Material Adverse Effect; or

            (j) the purchases of Notes contemplated to be made at the Second
      Closing shall not be made prior to January 31, 1997 or the purchases of
      Notes contemplated to be made at the Third Closing shall not be made prior
      to February 28, 1997, in each case other than by reason of the failure to
      satisfy the condition precedent to such purchases specified in Section 4.2
      (d) or the failure of any of the Other Purchasers to comply with its
      obligations under the Other Agreements; provided that the event specified
      in this paragraph (j) shall not be deemed to be continuing in respect of
      either such Closing for more than 30 days after the Exchange provides
      notice of such event pursuant to Section 7.l(d) unless on or before the
      last day of such 30-

<PAGE>   36
                                       32


      day period the Majority Holders shall have declared all the Notes at the
      time outstanding to be immediately due and payable as provided in Section
      12.1(c).

As used in Section 11(i), the terms "employee benefit plan" and `employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. Acceleration.

            (a) If an Event of Default with respect to the Exchange described in
paragraph (f) or (g) of Section 11 has occurred, all the Notes then outstanding
shall automatically become immediately due and payable.

            (b) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, the holder or holders of at least 25%
in unpaid principal amount of the Notes of any series at the time outstanding
may at its or their option, by notice or notices to the Exchange, declare all
the Notes of such series at the time outstanding to be immediately due and
payable and any holder or holders of Notes at the time outstanding affected by
such Event of Default may at any time, at its or their option, by notice or
notices to the Exchange, declare all the Notes held by it or them to be
immediately due and payable.

            (c) If any other Event of Default has occurred and is continuing,
the Majority Holders may at any time at their option, by notice or notices to
the Exchange, declare all the Notes at the time outstanding to be immediately
due and payable.

            Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount for the Notes of each
series determined in respect of such principal amount of the Notes of such
series (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Exchange
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Exchange (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Exchange in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such circumstances.

<PAGE>   37
                                       33


12.2. Other Remedies.

            If any Default or Event of Default has occurred and is continuing,
and irrespective of whether any Notes have become or have been declared
immediately due and payable under Section 12.1, the holder of any Note at the
time outstanding may proceed to protect and enforce the rights of such holder by
an action at law, suit in equity or other appropriate proceeding, whether for
the specific performance of any agreement contained herein or in any Note, or
for an injunction against a violation of any of the terms hereof or thereof, or
in aid of the exercise of any power granted hereby or thereby or by law or
otherwise.

12.3. Rescission.

            At any time after any Notes of any series have been declared due
and payable pursuant to clause (b) of Section 12.1 or all Notes have been due
and payable pursuant to clause (c) of Section 12.1, the Majority Holders of the
Notes of such series or the Majority Holders of all Notes, as the case may be,
by written notice to the Exchange, may rescind and annul any such declaration
and its consequences if (a) the Exchange has paid all overdue interest on the
Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due
and payable and are unpaid other than by reason of such declaration, and all
interest on such overdue principal and Make-Whole Amount, if any, and (to the
extent permitted by applicable law) any overdue interest in respect of the
Notes, at the applicable Default Rate for the Notes of each series, (b) all
Events of Default and Defaults, other than the non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (c) no judgment or decree has been entered
for the payment of any monies due pursuant hereto or to the Notes. No rescission
and annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.

12.4. No Waivers or Election of Remedies, Expenses, etc.

            No course of dealing and no delay on the part of any holder of any
Note in exercising any right, power or remedy shall operate as a waiver thereof
or otherwise prejudice such holder's rights, powers or remedies. No right, power
or remedy conferred by this Agreement or by any Note upon any holder thereof
shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Exchange under Section 15,
the Exchange will pay to the holder of each Note on demand such further amount
as shall be sufficient to cover all costs and expenses of such holder incurred
in any enforcement or collection under this Section 12, including without
limitation reasonable attorneys' fees, expenses and disbursements.

<PAGE>   38
                                       34


13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1. Registration of Notes.

            The Exchange shall keep at its principal executive office a register
for the registration and registration of transfers of Notes. The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner
and holder thereof for all purposes hereof, and the Exchange shall not be
affected by any notice or knowledge to the contrary. The Exchange shall give to
any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2. Transfer and Exchange of Notes.

            Upon surrender of any Note at the principal executive office of the
Exchange for exchange or registration of transfer (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or its attorney duly authorized in writing and accompanied by the address
for notices of each transferee of such Note or part thereof), the Exchange shall
execute and deliver, at the Exchange's expense (except as provided below), one
or more new Notes (as requested by the holder thereof and in denominations as
provided below) of the same series in exchange therefor, in an aggregate
principal amount equal to the unpaid principal amount of the surrendered Note.
Each such new Note shall be payable to such Person as such holder may request.
Each such new Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Exchange may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $500,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes of a series, one Note may be in a denomination of less than $500,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Sections 6.2 and 6.3.

13.3. Replacement of Notes.

            Upon receipt by the Exchange of evidence reasonably satisfactory to
it of the ownership of and the loss, theft, destruction or mutilation of any
Note (which evidence shall be, in the case of an Institutional Investor, notice
from such

<PAGE>   39
                                       35


Institutional Investor of such ownership and such loss, theft, destruction or
mutilation), and

            (a) in the case of loss, theft or destruction, upon receipt of
      indemnity reasonably satisfactory to it (provided that if the holder of
      such Note is, or is a nominee for, an original Purchaser or any other
      Institutional Investor, such Person's own unsecured agreement of indemnity
      shall be deemed to be satisfactory), or

            (b) in the case of mutilation, upon surrender and cancellation of
      such Note,

the Exchange at its own expense shall execute and deliver, in lieu thereof, a
new Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

14.1. Place of Payment.

            Subject to Section 14.2, payments of principal, Make-Whole Amount,
if any, and interest becoming due and payable on the Notes shall be made in New
York, New York at the principal office of Citibank, N.A. in such jurisdiction.
The Exchange may at any time, by notice to each holder of a Note, change the
place of payment of the Notes so long as such place of payment shall be either
the principal office of the Exchange in such jurisdiction or the principal
office of a bank or trust Exchange in such jurisdiction.

14.2. Home Office Payment.

            So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Exchange will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by such
other method or at such other address as you shall have from time to time
specified to the Exchange in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that
upon written request of the Exchange made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, you shall surrender
such Note for cancellation, reasonably promptly after any such request, to the
Exchange at its principal executive office or at the place of payment most
recently designated by the Exchange pursuant to Section 14.1. Prior to any sale
or other disposition of any Note held by you or your nominee you will, at your
election, either endorse thereon the amount of principal paid

<PAGE>   40
                                       36


thereon and the last date to which interest has been paid thereon or surrender
such Note to the Exchange in exchange for a new Note or Notes pursuant to
Section 13.2. The Exchange will afford the benefits of this Section 14.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 14.2.

15. EXPENSES, ETC.

15.1. Transaction Expenses.

            Whether or not the transactions contemplated hereby are consummated,
the Exchange will pay all costs and expenses (including reasonable attorneys'
fees of your special counsel and, if reasonably required, local or other
counsel) incurred by you and the Other Purchasers or any holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement or the Notes (whether or not
such amendment, waiver or consent becomes effective), including without
limitation: (a) the costs and expenses incurred in enforcing or defending (or
determining whether or how to enforce or defend) any rights under this Agreement
or the Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement or the Notes, or
by reason of being a holder of any Note, (b) the costs and expenses of a
covenant defeasance pursuant to Section 23 (including all fees of the Defeasance
Trustee), and (c) the costs and expenses, including financial advisors' fees,
incurred in connection with the insolvency or bankruptcy of the Exchange or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes. The Exchange will pay, and
will save you and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses, if any, of brokers and finders (other
than those retained by you)

            In furtherance of the foregoing, on the date of each Closing the
Exchange will pay or cause to be paid the reasonable fees and disbursements
(including estimated unposted disbursements as of the date of such Closing) of
your special counsel which are reflected in the statement such counsel submitted
to the Exchange on or prior to the date of such Closing. The Exchange will also
pay, promptly upon receipt of supplemental statements therefor, reasonable
additional fees and disbursements of such special counsel in connection with the
transactions hereby contemplated (including disbursements unposted as of the
date of a Closing to the extent such disbursements exceed estimated
disbursements as of the date of such Closing).

<PAGE>   41
                                       37


15.2. Survival.

            The obligations of the Exchange under this Section 15 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

            All representations and warranties contained herein shall survive
the execution and delivery of this Agreement and the Notes, the purchase or
transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of you or any
other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Exchange pursuant to this Agreement
shall be deemed representations and warranties of the Exchange under this
Agreement. Subject to the preceding sentence, this Agreement and the Notes
embody the entire agreement and understanding between you and the Exchange and
supersede all prior agreements and understandings relating to the subject matter
hereof.

17. AMENDMENT AND WAIVER.

17.1. Requirements.

            This Agreement and the Notes may be amended, and the observance of
any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Exchange and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21, or any defined term (as it is used
therein), will be effective as to you unless consented to by you in writing, and
(b) no such amendment or waiver may, without the written consent of the holder
of each Note at the time outstanding (and your written consent so long as you
shall be obligated to purchase Notes hereunder), (i) subject to the provisions
of Section 12 relating to acceleration or rescission, change the amount or time
of any prepayment or payment of principal of, or change the rate or the time of
payment or method of computation of interest or of the Make-Whole Amount on, the
Notes, (ii) change the definition of "Majority Holders" or "Required Holders" or
the percentage of the principal amount and series of the Notes the holders of
which are required to consent to any such amendment or waiver, or (iii) amend
any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2. Solicitation of Holders of Notes.

            (a) Solicitation. The Exchange will provide each holder of the Notes
(irrespective of the amount of Notes or

<PAGE>   42
                                       38


series then owned by it) with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such holder to make an
informed and considered decision with respect to any proposed amendment, waiver
or consent in respect of any of the provisions hereof or of the Notes. The
Exchange will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17 to each
holder of outstanding Notes promptly following the date on which it is executed
and delivered by, or receives the consent or approval of, the requisite holders
of Notes.

            (b) Payment. The Exchange will not directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes or any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.

17.3. Binding Effect, etc.

            Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Exchange without regard to whether such
Note has been marked to indicate such amendment or waiver. No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Exchange and the holder of any Note
nor any delay in exercising any rights hereunder or under any Note shall operate
as a waiver of any rights of any holder of such Note. As used herein, the term
"this Agreement" and references thereto shall mean this Agreement as it may from
time to time be amended or supplemented.

17.4. Notes held by Exchange, etc.

            Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Exchange or any of its
Affiliates or any Exchange Member shall be deemed not to be outstanding.

<PAGE>   43
                                       39


18. NOTICES.

            All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

            (i) if to you or your nominee, to you or it at the address specified
      for such communications in Schedule A, or at such other address as you or
      it shall have specified to the Exchange in writing,

            (ii) if to any other holder of any Note, to such holder at such
      address as such other holder shall have specified to the Exchange in
      writing, or

            (iii) if to the Exchange, to the Exchange at its address set forth
      at the beginning hereof to the attention of the President of the Exchange,
      with a copy to its Executive Vice President and General Counsel, at the
      Exchange's address set forth at the beginning of this Agreement, or at
      such other address as the Exchange shall have specified to the holder of
      each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

            This Agreement and all documents relating hereto, including without
limitation (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Exchange agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Exchange or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

<PAGE>   44
                                       40


20. CONFIDENTIAL INFORMATION.

            For the purposes of this Section 20, "Confidential Information"
means information delivered to you by or on behalf of the Exchange or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Exchange or such Subsidiary, provided that
such term does not include information that (a) was publicly known or otherwise
known to you prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by you or any person acting on your
behalf, (c) otherwise becomes known to you other than through disclosure by the
Exchange or any Subsidiary or (d) constitutes financial statements delivered to
you under Section 7.1 that are otherwise publicly available. You will maintain
the confidentiality of such Confidential Information in accordance with
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, officers, trustees, employees,
agents, attorneys and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by your Notes), (ii)
your financial advisors and other professional advisors whose duties require
them to hold confidential the Confidential Information substantially in
accordance with the terms of this Section 20, (iii) any other holder of any
Note, (iv) any Institutional Investor to which you sell or offer to sell such
Note or any part thereof or any participation therein (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 20), (v) any Person from which you offer to
purchase any security of the Exchange (if such Institutional Investor has agreed
in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over you, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about your
investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery or disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes and this Agreement.

            Each holder of a Note, by its acceptance of a Note, will be deemed
to have agreed to be bound by and to be entitled to the benefits of this Section
20 as though it were a party to

<PAGE>   45
                                       41


this Agreement. On reasonable request by the Exchange in connection with the
delivery to any holder of a Note of information required to be delivered to such
holder under this Agreement or requested by such holder (other than a holder
that is a party to this Agreement or its nominee), such holder will enter into
an agreement with the Exchange embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

            You shall have the right to substitute any one of your Affiliates as
the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Exchange, which notice shall be signed by both you and
such Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of its rights and
obligations under this Agreement, including the accuracy with respect to it of
the representations set forth in Section 6. Upon receipt of such notice,
wherever the word "you" is used in this Agreement (other than in this Section
21), such word shall be deemed to refer to such Affiliate in lieu of you. In the
event that such Affiliate is so substituted as a purchaser hereunder and such
Affiliate thereafter transfers to you all of the Notes then held by such
Affiliate, upon receipt by the Exchange of notice of such transfer, wherever the
word "you" is used in this Agreement, such word shall no longer be deemed to
refer to such Affiliate, but shall refer to you, and you shall have all the
rights and obligations of an original holder of the Notes under this Agreement.

22. MISCELLANEOUS.

22.1. Successors and Assigns.

            All covenants and other agreements contained in this Agreement by or
on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including without limitation any subsequent
holder of a Note) whether so expressed or not.

22.2. Construction.

            Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

<PAGE>   46
                                       42


22.3. Payments Due on Non-Business Days.

            Anything in this Agreement or the Notes to the contrary
notwithstanding (but without limiting the requirement in Section 8.2 that notice
of an optional prepayment specify a Business Day as the date fixed for such
prepayment), any payment of principal of or Make-Whole Amount (if any) or
interest on any Note that is due on a date other than a Business Day shall be
made on the next succeeding Business Day without including the additional days
elapsed in the computation of the interest payable on such next succeeding
Business Day.

22.4. Severability.

            Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.

22.5. Accounting Terms.

            All accounting terms used herein which are not expressly defined in
this Agreement have the meanings respectively given to them in accordance with
GAAP. Except as otherwise specifically provided herein, all computations made
pursuant to this Agreement shall be made in accordance with GAAP and all balance
sheets and other financial statements with respect thereto shall be prepared in
accordance with GAAP. Except as otherwise specifically provided herein, any
consolidated financial statement or financial computation shall be done in
accordance with GAAP; and, if at the time that any such statement or computation
is required to be made the Exchange shall not have any Subsidiary, such terms
shall mean a financial statement or a financial computation, as the case may be,
with respect to the Exchange only.

22.6. Counterparts.

            This Agreement may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

22.7. Governing Law.

            This Agreement and the Notes shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York excluding choice-of-law principles of the law of such
State that would

<PAGE>   47
                                       43


require the application of the laws of a jurisdiction other than such State.

23. DEFEASANCE.

23.1. Exchange's Option to Effect Covenant Defeasance.

            (a) Covenant Defeasance. The Exchange may at its option at any time
after the Third Closing elect to have this Section 23 applied to all (but not
less than all) of the outstanding Notes, upon compliance with the conditions set
forth below in this Section 23, whereupon (i) the Exchange shall be released
from its obligations under Sections 7, 9 and 10 and (ii) the occurrence of an
event specified in paragraph (c), (d), (e) (h) or (i) of Section 11 shall not be
deemed to be a Default or an Event of Default on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Notes shall thereafter be deemed to be not "outstanding" for the
purposes of any direction, waiver, consent or declaration of holders (and the
consequences of any thereof) in connection with such obligations, but shall
continue to be deemed "outstanding" for all other purposes thereunder (it being
understood that the Notes may not be deemed "outstanding" for financial
accounting purposes). For this purpose, such covenant defeasance means that the
Exchange may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Sections or paragraphs,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or paragraph or by reason of any reference in any such Section
or paragraph, to any other provision herein or in any other document, but the
remainder of this Agreement and the Notes shall be unaffected thereby.

            (b) Conditions to Covenant Defeasance. The following shall be the
conditions to application of Section 23.l(a) to the then outstanding Notes:

            (i) The Exchange shall have irrevocably deposited or caused to be
      deposited with the Defeasance Trustee as trust funds, specifically pledged
      as security for, and dedicated solely to, the benefit of the holders of
      the Notes, (A) money in an amount, or (B) Government Obligations which
      through the scheduled payment of principal and interest in respect thereof
      in accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, sufficient, in the opinion of an internationally recognized firm
      of independent public accountants expressed in a written certification
      thereof delivered to the holders of the Notes, to pay and discharge, and
      which shall be applied by the Defeasance Trustee to pay and discharge, the
      required prepayments of the Notes of each series pursuant to Section 8.1,
      the principal balance of the Notes of each series payable upon maturity
      and each installment of interest on

<PAGE>   48
                                       44


      the Notes of each series on the respective due date therefor (assuming
      such required prepayments pursuant to Section 8.1 and upon maturity) in
      accordance with the terms of this Agreement and the Notes.

            (ii) The Exchange shall have delivered to the holder of each Note an
      opinion of counsel satisfactory to the Required Holders to the effect that
      the holders of the outstanding Notes will not recognize gain or loss for
      Federal income tax purposes as a result of such deposit and covenant
      defeasance and will be subject to Federal income tax on the same amount,
      in the same manner and at the same times as would have been the case if
      such deposit and covenant defeasance had not occurred.

            (iii) No Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or, insofar as paragraph (c), (d),
      (e), (h) or (i) of Section 11 is concerned, at any time during the period
      ending on the 121st day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until the
      expiration of such period).

            (iv) Such covenant defeasance shall not result in a breach or
      violation of, or constitute a default under, any other agreement or
      instrument to which the Exchange is a party or by which it is bound.

            (v) Such covenant defeasance shall not result in the trust arising
      from such deposit constituting an investment company as defined in the
      Investment Company Act of 1940, as amended, or such trust shall be
      qualified under such act or exempt from regulation thereunder.

            (vi) The Exchange shall have delivered to the holder of each Note an
      Officer's Certificate and an opinion of counsel satisfactory to the
      Required Holders, each stating that all conditions precedent provided for
      relating to such covenant defeasance under this Section 23.1 have been
      complied with.

            (c) Certain Definitions. As used in this Section 23;

            (i) "Defeasance Trustee" means a bank or trust company acting as
      trustee under the trust pursuant to paragraph (b) above which is
      incorporated under the laws of the United States of America or any State
      thereof, which at the time has combined capital, surplus and undivided
      profits aggregating at least $250,000,000, and which otherwise shall be
      reasonably satisfactory to the Majority Holders; and

            (ii) "Government Obligations" means

<PAGE>   49
                                       45


                  (A) direct obligations of the United States of America or any
            agency or instrumentality thereof, or obligations of a Person
            controlled or supervised by, and acting as an agency or
            instrumentality of, the United States of America, in any case having
            the benefit of the full faith and credit of the United States of
            America, which are not callable or redeemable at the option of the
            issuer thereof, and

                  (B) depository receipts issued by a bank or trust company
            incorporated under the laws of the United States of America or any
            State thereof which, as of the date of determination, shall have
            combined capital, surplus and undivided profits aggregating at least
            $50,000,000, as custodian with respect to a Government Obligation or
            a specific payment of interest on or principal of a Government
            Obligation held by such custodian for the account of the holder of
            such depository receipt, provided that, except as may otherwise be
            required by law, such custodian is not authorized to make any
            deduction from the amount payable to the holder of such depository
            receipt from any amount received by such custodian in respect of
            such Government Obligation or in respect of the specific payment of
            interest on or principal of such Government Obligation evidenced by
            such depository receipt.

23.2. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.

            All money and Government obligations (including the proceeds
thereof) deposited with the Defeasance Trustee pursuant to Section 23.1 in
respect of the Notes shall be held in trust and applied by the Defeasance
Trustee, in accordance with the provisions of the Notes and this Agreement, to
the payment, either directly or through any paying agent (including the Exchange
acting as its own paying agent) as the Defeasance Trustee may determine, to the
holders of the Notes, of all sums due and to become due thereon in respect of
principal and interest, but such money need not be segregated from other funds
except to the extent required by law.

            The Exchange shall pay and indemnify the Defeasance Trustee against
any tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 23.1 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of the Notes.

            Anything in this Section 23.2 to the contrary notwithstanding, the
Defeasance Trustee shall deliver or pay to the Exchange from time to time upon
written request therefor any moneys or Government Obligations held by it as
provided in

<PAGE>   50
                                       46


Section 23.1 which, in the opinion of an internationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Defeasance Trustee and the holders of the Notes, are in excess
of the amount thereof which would then be required to be deposited to effect a
covenant defeasance.

23.3. Reinstatement.

            If the Defeasance Trustee or any paying agent is unable to apply any
money in accordance with Section 23.2 by reason of any order or judgment of any
court or Governmental Authority enjoining, restraining or otherwise prohibiting
such application, then the Exchange's obligations under this Agreement and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to this Section 23 until such time as the Defeasance Trustee or paying agent is
permitted to apply all such money in accordance with Section 23.2; provided that
if the Exchange makes any payment of principal of or interest on any Note
following the reinstatement of its obligations, the Exchange shall be subrogated
to the rights of the holders of such Note to receive such payment from the money
held by the Defeasance Trustee or the paying agent.

<PAGE>   51
                                       47


            If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE



                                     By /s/ Patrick F. Conroy
                                        ----------------------------------------
                                        Title: Sr. Vice President - Finance


The foregoing is hereby agreed
to as of the date thereof.

WOODMEN ACCIDENT AND LIFE COMPANY


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

<PAGE>   52
                                       47


            If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


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

The foregoing is hereby agreed
to as of the date thereof.

ALLSTATE LIFE INSURANCE COMPANY


By  /s/ [ILLEGIBLE]
  ------------------------------
    Title:


By  /s/ [ILLEGIBLE]
  ------------------------------
    Title:

<PAGE>   53
                                       47


            If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


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

The foregoing is hereby agreed
to as of the date thereof.

ALLSTATE LIFE INSURANCE COMPANY
 OF NEW YORK


By  /s/ [ILLEGIBLE]
  ------------------------------
    Title:


By  /s/ [ILLEGIBLE]
  ------------------------------
    Title:

<PAGE>   54

            If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


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

The foregoing is hereby agreed
to as of the date thereof.

AMERICAN ECONOMY INSURANCE COMPANY

By  LINCOLN INVESTMENT MANAGEMENT, INC.,
    Its Attorney-In-Fact


By   /s/ David C. Patak
  ------------------------------
   Title: Vice President

<PAGE>   55
                                       47


            If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


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

The foregoing is hereby agreed
to as of the date thereof.

AMERICAN STATES LIFE INSURANCE COMPANY

By LINCOLN INVESTMENT MANAGEMENT, INC.,
   Its Attorney-In-Fact


By   /s/ David C. Patak
  ------------------------------
   Title: Vice President

<PAGE>   56
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


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

The foregoing is hereby agreed
to as of the date thereof.

ASSURITY LIFE INSURANCE COMPANY


By       /s/ [ILLEGIBLE]
  ------------------------------
   Title: Senior Vice President
              and Treasurer

<PAGE>   57
                                       47


            If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE

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

The foregoing is hereby agreed
to as of the date thereof.

THE CANADA LIFE ASSURANCE COMPANY


By  /s/ Brian J. Lynch
  ------------------------------
   Title:  BRIAN J. LYNCH
           ASSOCIATE TREASURER

<PAGE>   58

                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By__________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

CANADA LIFE INSURANCE COMPANY
 OF AMERICA


By /s/ Brian Lynch
   ------------------------------
   Title:   BRIAN J. LYNCH
          ASSISTANT TREASURER

<PAGE>   59
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By_____________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

CANADA LIFE INSURANCE COMPANY
 OF NEW YORK


By /s/ Brian Lynch
   ------------------------------
   Title:   BRIAN J. LYNCH
          ASSISTANT TREASURER

<PAGE>   60
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By___________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

LINCOLN NATIONAL HEALTH & CASUALTY
 INSURANCE COMPANY

By LINCOLN INVESTMENT MANAGEMENT, INC.,
   Its Attorney-In-Fact


   By: /s/ David C. Patak
       ------------------------------
       Title: Vice President

<PAGE>   61
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By__________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

LINCOLN NATIONAL REASSURANCE COMPANY

By LINCOLN INVESTMENT MANAGEMENT, INC.,
   Its Attorney-In-Fact


   By: /s/ David C. Patak
       ------------------------------
       Title: Vice President

<PAGE>   62
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By_____________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By LINCOLN INVESTMENT MANAGEMENT, INC.,
   Its Attorney-In-Fact


   By: /s/ David C. Patak
       ------------------------------
       Title: Vice President

<PAGE>   63
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By______________________________________
                                       Title:

The foregoing is hereby agreed to
as of the date thereof.

MUTUAL OF OMAHA INSURANCE COMPANY


By: /s/ Edwin H. Garrison Jr.
    ---------------------------------
    Title: EDWIN H. GARRISON JR.
           FIRST VICE PRESIDENT

<PAGE>   64
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By___________________________________
                                       Title:

The foregoing is hereby agreed to
as of the date thereof.

NATIONAL GUARDIAN LIFE INSURANCE
 COMPANY


By /s/ Robert A. Mucci
   -----------------------------------
   Title: Robert A. Mucci
   Assistant Vice President, Investments

<PAGE>   65
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

NATIONWIDE LIFE INSURANCE COMPANY


By /s/ Harry A. Schermer
   --------------------------------
   Title:  Harry A. Schermer
           Vice President
           Equity Securities

<PAGE>   66
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                    Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By__________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

STANDARD INSURANCE


By /s/ Vicki R. Chase
   -------------------------------
   Title: Vicki R. Chase
          Vice President - Securities

<PAGE>   67
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By______________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

UNITED OF OMAHA LIFE INSURANCE
COMPANY


By /s/ Edwin H. Garrison Jr.
   --------------------------------
   Title: EDWIN H. GARRISON JR.
          FIRST VICE PRESIDENT

<PAGE>   68
                                       47


      If you are in agreement with the foregoing, please sign the form of
agreement in the space below provided on a counterpart of this Agreement and
return it to the Exchange, whereupon the foregoing shall become a binding
agreement between you and the Exchange.

                                     Very truly yours,

                                     NEW YORK MERCANTILE EXCHANGE


                                     By______________________________________
                                       Title:

The foregoing is hereby agreed
to as of the date thereof.

WOODMEN ACCIDENT AND LIFE COMPANY


By /s/ [ILLEGIBLE]
   --------------------------------
   Title: Senior Vice President
             and Treasurer