<PAGE>   1
                                                                   EXHIBIT 10.31

                                CREDIT AGREEMENT

                           Dated as of March 17, 1999

                                      among

                       PHOENIX INVESTMENT PARTNERS, LTD.,
                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY,




                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                            as Administrative Agent,



                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                              as Syndication Agent,

                              THE BANK OF NEW YORK,
                             as Documentation Agent,



                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                                       and


                     NATIONSBANC MONTGOMERY SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Manager
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ARTICLE I             DEFINITIONS...............................................................................       1

         1.1      Certain Defined Terms.........................................................................       1

         1.2      Other Interpretive Provisions.................................................................      16

         1.3      Accounting Principles.........................................................................      17

ARTICLE II            THE CREDITS...............................................................................      17

         2.1      Amounts and Terms of Commitments..............................................................      17

         2.2      Loan Accounts.................................................................................      17

         2.3      Procedure for Borrowing.......................................................................      18

         2.4      Conversion and Continuation Elections.........................................................      18

         2.5      Voluntary Termination or Reduction of Commitments.............................................      19

         2.6      Optional Prepayments..........................................................................      20

         2.7      Mandatory Prepayments of Loans; Mandatory Commitment Reductions...............................      20

         2.8      Repayment.....................................................................................      20

         2.9      Interest......................................................................................      20

         2.10     Fees..........................................................................................      21

         2.11     Computation of Fees and Interest..............................................................      22

         2.12     Payments by the Company.......................................................................      22

         2.13     Payments by the Banks to the Administrative Agent.............................................      23

         2.14     Sharing of Payments, Etc......................................................................      23

ARTICLE III           TAXES, YIELD PROTECTION AND ILLEGALITY....................................................      24

         3.1      Taxes. (a)  Payments to be Free and Clear.....................................................      24

         3.2      Illegality....................................................................................      25

         3.3      Increased Costs and Reduction of Return.......................................................      26

         3.4      Funding Losses................................................................................      26

         3.5      Inability to Determine Rates..................................................................      27

         3.6      Certificates of Banks.........................................................................      27

         3.7      Survival......................................................................................      27

ARTICLE IV            CONDITIONS PRECEDENT......................................................................      28

         4.1      Conditions of Initial Loans...................................................................      28

         4.2      Conditions to All Borrowings..................................................................      29

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         4.3      Conditions to Certain Borrowings..............................................................      30

ARTICLE V             REPRESENTATIONS AND WARRANTIES............................................................      30

         5.1      Corporate Existence and Power.................................................................      30

         5.2      Corporate Authorization; No Contravention.....................................................      30

         5.3      Governmental Authorization....................................................................      31

         5.4      Binding Effect................................................................................      31

         5.5      Litigation....................................................................................      31

         5.6      Contractual Obligation........................................................................      31

         5.7      ERISA Compliance..............................................................................      31

         5.8      Use of Proceeds; Margin Regulations...........................................................      32

         5.9      Title to Properties...........................................................................      32

         5.10     Taxes.........................................................................................      32

         5.11     Financial Condition...........................................................................      32

         5.12     Environmental Matters.........................................................................      33

         5.13     Regulated Entities............................................................................      33

         5.14     No Burdensome Restrictions....................................................................      34

         5.15     Copyrights, Patents, Trademarks and Licenses, etc.............................................      34

         5.16     Subsidiaries..................................................................................      34

         5.17     Insurance.....................................................................................      34

         5.18     Full Disclosure...............................................................................      34

         5.19     Zweig Acquisition Agreement...................................................................      34

         5.20     Compliance....................................................................................      35

         5.21     Year 2000 Problem.............................................................................      35

ARTICLE VI            AFFIRMATIVE COVENANTS.....................................................................      35

         6.1      Financial Statements..........................................................................      35

         6.2      Certificates; Other Information...............................................................      36

         6.3      Notices.......................................................................................      37

         6.4      Preservation of Corporate Existence, Etc......................................................      38

         6.5      Maintenance of Property.......................................................................      38

         6.6      Insurance.....................................................................................      38
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         6.7      Payment of Obligations........................................................................      38

         6.8      Compliance with Laws..........................................................................      39

         6.9      Compliance with ERISA.........................................................................      39

         6.10     Inspection of Property and Books and Records..................................................      39

         6.11     Environmental Laws............................................................................      39

         6.12     Use of Proceeds...............................................................................      39

ARTICLE VII           NEGATIVE COVENANTS........................................................................      40

         7.1      Limitation on Liens...........................................................................      40

         7.2      Mergers, Consolidations and Sales of Assets...................................................      41

         7.3      Loans and Investments.........................................................................      41

         7.4      Limitation on Indebtedness....................................................................      42

         7.5      Transactions with Affiliates..................................................................      42

         7.6      Use of Proceeds...............................................................................      42

         7.7      Contingent Obligations........................................................................      42

         7.8      Joint Ventures................................................................................      43

         7.9      Lease Obligations.............................................................................      43

         7.10     Restricted Payments...........................................................................      43

         7.11     ERISA.........................................................................................      43

         7.12     Change in Business............................................................................      44

         7.13     Accounting Changes............................................................................      44

         7.14     Pari Passu....................................................................................      44

         7.15     Phoenix.......................................................................................      44

         7.16     Subordinated Debt and Preferred Stock.........................................................      44

         7.17     Capital Expenditures..........................................................................      44

ARTICLE VIII          GUARANTOR'S FINANCIAL COVENANTS...........................................................      44

         8.1      Guarantor's Minimum Total SAP Adjusted Capital................................................      44

         8.2      Invested Assets...............................................................................      44

         8.3      NAIC Ratings..................................................................................      44

         8.4      Real Estate...................................................................................      44

         8.5      Risk Based Capital............................................................................      45
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         8.6      Non-Performing Real Estate....................................................................      45

         8.7      Indebtedness to Capital.......................................................................      45

ARTICLE IX            COMPANY'S FINANCIAL COVENANTS.............................................................      45

         9.1      Shareholders' Equity..........................................................................      45

         9.2      EBITDA to Interest Ratio......................................................................      45

         9.3      Total Debt to Capital Ratio...................................................................      45

         9.4      Senior Debt to EBITDA Ratio...................................................................      45

ARTICLE X             GUARANTY..................................................................................      46

         10.1     Guaranty......................................................................................      46

         10.2     Guaranty Unconditional........................................................................      46
         10.3     Discharge only upon Payment in Full; Reinstatement in Certain Circumstances...................      47

         10.4     Waiver by the Guarantor.......................................................................      47

         10.5     Subrogation...................................................................................      47

         10.6     Stay of Acceleration..........................................................................      47

ARTICLE XI            EVENTS OF DEFAULT.........................................................................      47

         11.1     Event of Default..............................................................................      47

         11.2     Remedies......................................................................................      49

         11.3     Rights Not Exclusive..........................................................................      50

ARTICLE XII           THE ADMINISTRATIVE AGENT..................................................................      50

         12.1     Appointment...................................................................................      50

         12.2     Delegation of Duties..........................................................................      50

         12.3     Exculpatory Provisions........................................................................      50

         12.4     Reliance by Administrative Agent..............................................................      51

         12.5     Notice of Default.............................................................................      51

         12.6     Non-Reliance on Administrative Agent and Other Banks..........................................      52

         12.7     Indemnification...............................................................................      52

         12.8     Administrative Agent in Its Individual Capacity...............................................      53

         12.9     Successor Administrative Agent................................................................      53

         12.10    Syndication Agent and Documentation Agent.....................................................      54
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ARTICLE XIII          MISCELLANEOUS.............................................................................      54

         13.1     Amendments and Waivers........................................................................      54

         13.2     Notices.......................................................................................      55

         13.3     No Waiver; Cumulative Remedies................................................................      55

         13.4     Costs and Expenses............................................................................      55

         13.5     Indemnity.....................................................................................      56

         13.6     Payments Set Aside............................................................................      56

         13.7     Successors and Assigns........................................................................      57

         13.8     Assignments, Participations, etc..............................................................      57

         13.9     Confidentiality...............................................................................      58

         13.10    Set-off.......................................................................................      59

         13.11    Automatic Debits of Fees......................................................................      59

         13.12    Notification of Addresses, Lending Offices, Etc...............................................      59

         13.13    Counterparts..................................................................................      60

         13.14    Severability..................................................................................      60

         13.15    No Third Parties Benefited....................................................................      60

         13.16    Governing Law and Jurisdiction................................................................      60

         13.17    Waiver of Jury Trial..........................................................................      60

         13.18    Entire Agreement..............................................................................      61
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Schedule 1.1   Pricing Schedule
Schedule 2.1   Commitments
Schedule 5.5   Litigation
Schedule 5.7   ERISA
Schedule 5.11  Permitted Liabilities
Schedule 5.12  Environmental Matters
Schedule 5.16  Subsidiaries and Minority Interests
Schedule 5.17  Insurance Matters
Schedule 7.1   Permitted Liens
Schedule 7.4   Permitted Indebtedness
Schedule 7.7   Contingent Obligations
Schedule 13.2  Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A      Form of Notice of Borrowing
Exhibit B      Form of Notice of Conversion/Continuation
Exhibit C      Form of Compliance Certificate
Exhibit D-1    Form of Legal Opinion of Company's Counsel
Exhibit D-2    Form of Legal Opinion of Guarantor's Counsel
Exhibit E      Form of Opinion of Guarantor's Counsel
Exhibit F      Form of Promissory Note


                                      -v-
<PAGE>   7
                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is entered into as of March 17,1999, among
Phoenix Investment Partners, Ltd., a Delaware corporation (the "Company"),
Phoenix Home Life Mutual Insurance Company, a New York domiciled mutual
insurance company (the "Guarantor"), the several financial institutions from
time to time party to this Agreement (collectively, the "Banks"; individually, a
"Bank") and Bank of America National Trust and Savings Association, as
Administrative Agent for the Banks, Deutsche Bank AG, New York Branch, as
Syndication Agent for the Banks and The Bank of New York, as Documentation Agent
for the Banks.

         WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility guaranteed by the Guarantor upon the terms and
conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Certain Defined Terms. The following terms have the following
meanings:


                  "Acquisition" means any transaction or series of related
         transactions for the purpose of or resulting, directly or indirectly,
         in (a) the acquisition of all or substantially all of the assets of a
         Person, or of any business or division of a Person, (b) the acquisition
         of in excess of 50% of the capital stock, partnership interests or
         equity of any Person, or otherwise causing any Person to become a
         Subsidiary, or (c) a merger or consolidation or any other combination
         with another Person (other than a Person that is a Subsidiary) provided
         that the Company or the Subsidiary is the surviving entity.

                  "Administrative Agent" means BofA, in its capacity as
         administrative agent for the Banks hereunder, and any successor
         administrative agent arising under Section 12.9.

                  "Administrative Agent's Payment Office" means the address for
         payments set forth on the signature page hereto in relation to the
         Administrative Agent, or such other address as the Administrative Agent
         may from time to time specify.

                  "Affiliate" means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. A Person shall be deemed to control
         another Person if the controlling Person possesses, directly or
         indirectly, the power to direct or cause the direction of the
         management and policies of the other Person, whether through the
         ownership of voting securities, by contract, or otherwise.

                  "Agent-Related Persons" means BofA, BNY, Deutsche and any
         successor Administrative Agent arising under Section 12.9, together
         with their respective Affiliates
<PAGE>   8
         (including, in the case of BofA, the Arranger), and the officers,
         directors, employees, agents and attorneys-in-fact of such Persons and
         Affiliates.

                  "Agents" mean the Administrative Agent, Deutsche, as
         Syndication Agent, and BNY, as Documentation Agent.

                  "Agreement" means this Credit Agreement.

                  "Annual Statement" means the annual financial statement of any
         insurance company as required to be filed with the Department, together
         with all exhibits or schedules filed therewith, prepared in conformity
         with SAP. References to amounts on particular exhibits, schedules,
         lines, pages and columns on such Annual Statements are based on the
         formats promulgated by the NAIC for 1997 Annual Statements for the
         applicable type of insurance company. If such format is changed in
         future years so that different information is contained in such items
         or they no longer exist, it is understood that the reference is to
         information consistent with that recorded in the referenced item in the
         1997 Annual Statement of the insurance company.

                  "Applicable Fee Rate" means, at any time, the rate per annum
         determined in accordance with Schedule 1.1.

                  "Applicable Margin" means, at any time, with respect to
         Eurodollar Rate Loans, the rate per annum determined in accordance with
         Schedule 1.1.

                  "Assignee" has the meaning specified in subsection 13.8(a).

                  "Attorney Costs" means and includes all fees and disbursements
         of any law firm or other external counsel, the non-duplicative
         allocated cost of internal legal services and all disbursements of
         internal counsel.

                  "Bank" has the meaning specified in the introductory clause
         hereto.

                  "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C.Section 101, et seq.).


                  "Base Rate" means, for any day, a rate per annum equal to the
         higher of: (a) 0.50% per annum above the Federal Funds Rate in effect
         on such date; and (b) the BofA Rate in effect on such day.

                  Any change in the BofA Rate shall take effect at the opening
         of business on the day specified in the public announcement of such
         change.

                  "Base Rate Loan" means a Loan that bears interest based on the
         Base Rate.

                  "BNY" means The Bank of New York, a New York banking
         corporation.

                  "BofA" means Bank of America National Trust and Savings
         Association, a national banking association.


                                      -2-
<PAGE>   9
                  "BofA Rate" means a rate of interest per annum equal to the
         rate of interest publicly announced in San Francisco, California by
         BofA from time to time as its "reference rate". (The "reference rate"
         is a rate set by BofA based upon various factors including BofA's costs
         and desired return, general economic conditions and other factors, and
         is used as a reference point for pricing some loans, which may be
         priced at, above, or below such announced rate.)

                  "Borrowing" means a borrowing hereunder consisting of Loans of
         the same Type made to the Company on the same day by the Banks under
         Article II, and, other than in the case of Base Rate Loans, having the
         same Interest Period.

                  "Borrowing Date" means any date on which a Borrowing occurs
         under Section 2.3.

                  "Business Day" means any day other than a Saturday, Sunday or
         other day on which commercial banks in New York City or Chicago are
         authorized or required by law to close and, if the applicable Business
         Day relates to any Eurodollar Rate Loan, means such a day on which
         dealings are carried on in the applicable Eurodollar dollar interbank
         market.

                  "Capital Adequacy Regulation" means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

                  "Change of Control" means

                  (a) the acquisition by any Person, or two or more Persons
         acting in concert, of beneficial ownership (within the meaning of Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934) of 20% or more of the voting power of the
         Guarantor; or

                  (b) the failure of the Guarantor to own either directly or
         indirectly, free and clear of all Liens or other encumbrances, at least
         51% of the outstanding shares of the voting stock and of the capital
         stock of the Company on a fully diluted basis.

                  "Closing Date" means the date on which all conditions
         precedent set forth in Section 4.1 are satisfied or waived by all Banks
         (or, in the case of subsection 4.1(a)(vi), waived by the Person
         entitled to receive such payment).

                  "Code" means the Internal Revenue Code of 1986, and
         regulations promulgated thereunder.

                  "Commitment", as to each Bank, has the meaning specified in
         Section 2.1. As of the date of this Agreement, the amount of the
         combined Commitments of all Banks is $175,000,000.


                                      -3-
<PAGE>   10
                  "Company Action Level" means 200% of the Authorized Control
         Level Risk-Based Capital of the Guarantor. The Authorized Control Level
         Risk-Based Capital of the Guarantor shall be computed in the manner
         from time to time prescribed by the Insurance Department of the State
         of New York for inclusion in the Annual Statement of the Guarantor of
         such Department. Such Authorized Control Level Risk-Based Capital
         currently appears on page 23 of such statement in column 1, line 28.

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit C.

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "primary
         obligations") of another Person (the "primary obligor"), including any
         obligation of that Person (i) to purchase, repurchase or otherwise
         acquire such primary obligations or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any such
         primary obligation, or to maintain working capital or equity capital of
         the primary obligor or otherwise to maintain the net worth or solvency
         or any balance sheet item, level of income or financial condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any such primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation, or (iv) otherwise to assure or hold harmless
         the holder of any such primary obligation against loss in respect
         thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
         Instrument issued for the account of that Person or as to which that
         Person is otherwise liable for reimbursement of drawings or payments;
         (c) to purchase any materials, supplies or other property from, or to
         obtain the services of, another Person if the relevant contract or
         other related document or obligation requires that payment for such
         materials, supplies or other property, or for such services, shall be
         made regardless of whether delivery of such materials, supplies or
         other property is ever made or tendered, or such services are ever
         performed or tendered, or (d) in respect of any Swap Contract. The
         amount of any Contingent Obligation shall, in the case of Guaranty
         Obligations, be deemed equal to the stated or determinable amount of
         the primary obligation in respect of which such Guaranty Obligation is
         made or, if not stated or if indeterminable, the maximum reasonably
         anticipated liability in respect thereof, and in the case of other
         Contingent Obligations, shall be equal to the maximum reasonably
         anticipated liability in respect thereof.

                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or by
         which it or any of its property is bound.

                  "Conversion/Continuation Date" means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Eurodollar Rate Loans, but with a new
         Interest Period, Eurodollar Rate Loans having Interest Periods expiring
         on such date.


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<PAGE>   11
                  "Default" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "Department" means the applicable Governmental Authority of
         the state of domicile of an insurance company responsible for the
         regulation of said insurance company.

                  "Deutsche" means Deutsche Bank AG, New York Branch.

                  "Dollars", "dollars" and "$" each mean lawful money of the
         United States.

                  "EBITDA" means, with respect to the Company and its
         Subsidiaries, as the end of any fiscal quarter for the four fiscal
         quarters then ending earnings before interest, taxes, depreciation and
         amortization, calculated in accordance with GAAP; provided, that, for
         any four fiscal quarter period in which the Zweig Acquisition shall
         have occurred, EBITDA shall be calculated on a pro forma basis as if
         such acquisition had occurred on the first day of such period.

                  "Eligible Assignee" means (i) a commercial bank organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000 (or its
         equivalent in foreign currency); (ii) a commercial bank organized under
         the laws of any other country which is a member of the Organization for
         Economic Cooperation and Development, or a political subdivision of any
         such country, and having a combined capital and surplus of at least
         $100,000,000 (or its equivalent in foreign currency), provided that
         such bank is acting through a branch or agency located in the United
         States; and (iii) a Person that is primarily engaged in the business of
         commercial banking and that is (A) a Subsidiary of a Bank, (B) a
         Subsidiary of a Person of which a Bank is a Subsidiary, or (C) a Person
         of which a Bank is a Subsidiary; and (iv) any other Person agreed to by
         the Company and the Administrative Agent.

                  "Environmental Claims" means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential liability
         or responsibility for violation of any Environmental Law, or for
         release or injury to the environment.

                  "Environmental Laws" means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements with, any
         Governmental Authorities, in each case relating to environmental,
         health, safety and land use matters.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and regulations promulgated thereunder.

                  "ERISA Affiliate" means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).


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<PAGE>   12
                  "ERISA Event" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a cessation of operations which is treated as
         such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
         partial withdrawal by the Company or any ERISA Affiliate from a
         Multiemployer Plan or notification that a Multiemployer Plan is in
         reorganization; (d) the filing of a notice of intent to terminate, the
         treatment of a Plan amendment as a termination under Section 4041 or
         4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (e) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (f) the imposition of any liability under Title IV of ERISA, other than
         PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
         the Company or any ERISA Affiliate.

                  "Eurodollar Rate" means, with respect to the Interest Period
         applicable to any Eurodollar Loan, a rate of interest per annum, as
         determined by the Administrative Agent, obtained by dividing (and then
         rounding to the nearest 1/16 of 1% or, if there is no nearest 1/16 of
         1%, then to the next higher 1/16 of 1%):

                  (c) the rate, as reported by BofA to the Administrative Agent,
         quoted by BofA to leading banks in the interbank eurodollar market as
         the rate at which BofA is offering Dollar deposits in an amount equal
         approximately to the Eurodollar Loan of BofA to which such Interest
         Period shall apply for a period equal to such Interest Period, as
         quoted at approximately 11:00 a.m. two Business Days prior to the first
         day of such Interest Period, by

                  (d) a number equal to 1.00 minus the aggregate of the then
         stated maximum rates during such Interest Period of all reserve
         requirements (including, without limitation, marginal, emergency,
         supplemental and special reserves), expressed as a decimal, established
         by the Board of Governors of the Federal Reserve System and any other
         banking authority to which BofA and other major United States money
         center banks are subject, in respect of eurocurrency funding (currently
         referred to as "Eurocurrency liabilities" in Regulation D of the Board
         of Governors of the Federal Reserve System) or in respect of any other
         category of liabilities including deposits by reference to which the
         interest rate on Eurodollar Loans is determined or any category of
         extensions of credit or other assets which includes loans by
         non-domestic offices of any Bank to United States residents. Such
         reserve requirements shall include, without limitation, those imposed
         under such Regulation D. Eurodollar Loans shall be deemed to constitute
         Eurocurrency liabilities and as such shall be deemed to be subject to
         such reserve requirements without benefit of credits for proration,
         exceptions or offsets which may be available from time to time to any
         Bank under such Regulation D. The Eurodollar Rate shall be adjusted
         automatically on and as of the effective date of any change in any such
         reserve requirement.


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<PAGE>   13
                  "Eurodollar Rate Loan" means a Loan that bears interest based
         on the Eurodollar Rate.

                  "Event of Default" means any of the events or circumstances
         specified in Section 11.1.

                  "Exchange Act" means the Securities and Exchange Act of 1934,
         and regulations promulgated thereunder.

                  "FDIC" means the Federal Deposit Insurance Corporation, and
         any Governmental Authority succeeding to any of its principal
         functions.

                  "Federal Funds Rate" means, for any day, a rate per annum
         (expressed as a decimal, rounded upwards, if necessary, to the next
         higher 1/100 of 1%) equal to the weighted average of the rates on
         overnight federal funds transactions with members of the Federal
         Reserve System arranged by federal funds brokers on such day, as
         published by the Federal Reserve Bank of New York on the Business Day
         next succeeding such day, provided that (i) if the day for which such
         rate is to be determined is not a Business Day, the Federal Funds Rate
         for such day shall be such rate on such transactions on the next
         preceding Business Day as so published on the next succeeding Business
         Day, and (ii) if such rate is not so published for any day, the Federal
         Funds Rate for such day shall be the average of the quotations for such
         day on such transactions received by BofA as determined by BofA and
         reported to the Administrative Agent.

                  "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  "GAAP" means generally accepted accounting principles set
         forth from time to time in the opinions and pronouncements of the
         Accounting Principles Board and the American Institute of Certified
         Public Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession), which are applicable to the circumstances as of the date
         hereof.

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory authority) thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.

                  "Guaranty Obligation" has the meaning specified in the
         definition of "Contingent Obligation."

                  "Highest Lawful Rate" means as to any Bank, the maximum rate
         of interest, if any, that at any time or from time to time may be
         contracted for, taken, charged or received by such Bank on the
         obligations owed to it under the laws applicable to such Bank and this
         transaction.


                                      -7-
<PAGE>   14
                  "Indebtedness" of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary course
         of business on ordinary terms); (c) all non-contingent reimbursement or
         payment obligations with respect to Surety Instruments; (d) all
         obligations evidenced by notes, bonds, debentures or similar
         instruments, including obligations so evidenced incurred in connection
         with the acquisition of property, assets or businesses (but not
         including in the case of the Guarantor, Surplus Notes); (e) all
         indebtedness created or arising under any conditional sale or other
         title retention agreement, or incurred as financing, in either case
         with respect to property acquired by the Person (even though the rights
         and remedies of the seller or bank under such agreement in the event of
         default are limited to repossession or sale of such property); (f) all
         obligations with respect to capital leases (other than the $2,600,000
         capital lease related to the National Securities and Research
         Corporation transaction); (g) all net obligations with respect to Swap
         Contracts; (h) all indebtedness referred to in clauses (a) through (g)
         above secured by (or for which the holder of such Indebtedness has an
         existing right, contingent or otherwise, to be secured by) any Lien
         upon or in property (including accounts and contracts rights) owned by
         such Person, even though such Person has not assumed or become liable
         for the payment of such Indebtedness; and (i) all Guaranty Obligations
         in respect of indebtedness or obligations of others of the kinds
         referred to in clauses (a) through (g) above.

                  "Indemnified Liabilities" has the meaning specified in Section
         13.5.

                  "Indemnified Person" has the meaning specified in Section
         13.5.

                  "Independent Auditor" has the meaning specified in subsection
         6.1(a).

                  "Insolvency Proceeding" means (a) any case, action or
         proceeding before any court or other Governmental Authority relating to
         bankruptcy, reorganization, insolvency, liquidation, receivership,
         dissolution, winding-up or relief of debtors, or (b) any assignment for
         the benefit of creditors, composition, marshaling of assets for
         creditors, or other, similar arrangement in respect of its creditors
         generally or any substantial portion of its creditors; undertaken under
         U.S. Federal, state or foreign law, including the Bankruptcy Code.

                  "Insurance Code" means with respect to any insurance company,
         the insurance code at the state of domicile and any successor statute
         of similar import together with the regulations thereunder as amended
         or otherwise modified and in effect from time to time. References to
         sections of the Insurance Code shall be construed to also refer to
         successor sections.

                  "Interest Expense" means consolidated interest expense,
         calculated in accordance with GAAP including, without limitation,
         interest expense with respect to Subordinated Debt.

                  "Interest Payment Date" means, as to any Eurodollar Rate Loan,
         the last day of each Interest Period applicable to such Loan and, as to
         any Base Rate Loan, the last

                                      -8-
<PAGE>   15
         Business Day of each calendar quarter and each date such Loan is
         converted into another Type of Loan, provided, however, that if any
         Interest Period for a Eurodollar Rate Loan exceeds three months, the
         date that falls three months after the beginning of such Interest
         Period and after each Interest Payment Date thereafter is also an
         Interest Payment Date.

                  "Interest Period" means, as to any Eurodollar Rate Loan, the
         period commencing on the Borrowing Date of such Loan or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as an Eurodollar Rate Loan, and ending on the date one, two,
         three or six months thereafter as selected by the Company in its Notice
         of Borrowing or Notice of Conversion/Continuation;

         provided that:

                  (i) if any Interest Period would otherwise end on a day that
         is not a Business Day, that Interest Period shall be extended to the
         following Business Day unless the result of such extension would be to
         carry such Interest Period into another calendar month, in which event
         such Interest Period shall end on the preceding Business Day;

                  (ii) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period; and

                  (iii) no Interest Period shall extend beyond the Termination
         Date.

                  "Invested Assets" means cash, cash equivalents, short term
         investments, investments held for sale and any other assets which are
         treated as investments under SAP.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "Joint Venture" means a single-purpose corporation,
         partnership, joint venture or other similar legal arrangement (whether
         created by contract or conducted through a separate legal entity) now
         or hereafter formed by the Company or any of its Subsidiaries with
         another Person in order to conduct a common venture or enterprise with
         such Person.

                  "Lending Office" means, as to any Bank, the office or offices
         of such Bank specified as its "Lending Office" or "Domestic Lending
         Office" or "Eurodollar Lending Office", as the case may be, on Schedule
         13.2, or such other office or offices as such Bank may from time to
         time notify the Company and the Administrative Agent.

                  "Lien" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale or
         other title retention agreement, the interest of a lessor under a
         capital lease, any

                                      -9-
<PAGE>   16
         financing lease having substantially the same economic effect as any of
         the foregoing, or the filing of any financing statement naming the
         owner of the asset to which such lien relates as debtor, under the
         Uniform Commercial Code or any comparable law) and any contingent or
         other agreement to provide any of the foregoing, but not including the
         interest of a lessor under an operating lease.

                  "Loan" means an extension of credit by a Bank to the Company
         under Article II, and may be a Base Rate Loan or an Eurodollar Rate
         Loan (each, a "Type" of Loan).

                  "Loan Documents" means this Agreement, any Notes and all other
         documents delivered to the Administrative Agent or any Bank in
         connection herewith.

                  "Majority Banks" means at any time Banks then holding at least
         66-2/3% of the then aggregate unpaid principal amount of the Loans, or,
         if no such principal amount is then outstanding, Banks then having at
         least 66-2/3% of the aggregate Commitments.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                  "Material Adverse Effect" means (a) a material adverse change
         in, or a material adverse effect upon, the operations, management,
         business, properties, condition (financial or otherwise) or prospects
         of the Guarantor, the Company or the Company and its Subsidiaries taken
         as a whole or the Guarantor and its Subsidiaries taken as a whole; (b)
         a material impairment of the ability of the Company or the Guarantor to
         perform under any Loan Document and to avoid any Event of Default; or
         (c) an adverse effect upon the legality, validity, binding effect or
         enforceability against the Company or the Guarantor of any Loan
         Document.

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

                  "Moody's Rating" shall mean at any time the Insurance
         Financial Strength Rating of the Guarantor assigned by Moody's.

                  "Multiemployer Plan" means a "Multi employer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which the Company or any
         ERISA Affiliate makes, is making, or is obligated to make contributions
         or, during the preceding three calendar years, has made, or been
         obligated to make, contributions.

                  "NAIC" means the National Association of Insurance
         Commissioners or any successor thereto.

                  "NAIC Ratings" shall mean the quality ratings assigned by the
         Securities Valuation Office of the NAIC to investments of the Guarantor
         and the Primary Insurance Subsidiaries. References in this Agreement to
         particular NAIC ratings are references to such ratings as currently
         defined and classified by the Securities Valuation Office of the
         National Association of Insurance Commissioners and if such rating
         system is changed then each reference to a particular rating in this
         Agreement shall be deemed to be a reference to the rating under such
         changed rating system which most closely

                                      -10-
<PAGE>   17
         approximates the credit quality of the particular rating as currently
         defined. The Guarantor will use its best efforts to at all times have
         not less than 90% of its bond portfolio and that of the Primary
         Insurance Subsidiaries covered by NAIC Ratings. If for any reason
         beyond the control of the Guarantor NAIC Ratings are unavailable for
         such percentage of the bond portfolios of the Guarantor and the Primary
         Insurance Subsidiaries or the NAIC rating system is discontinued then
         in that event the Guarantor and the Banks agree to negotiate in good
         faith for an amendment to this Agreement replacing Sections 8.2 and 8.3
         hereof with new covenants measuring the credit quality of the bond
         portfolio of the Guarantor and the Primary Insurance Subsidiaries and
         which are not materially more liberal nor restrictive than Sections 8.2
         and 8.3 hereof as presently in effect, but in the event that the
         Guarantor and the Majority Banks are unable to agree to such an
         amendment within 60 days of the date the NAIC rating system is
         discontinued or the Guarantor is unable to comply with the preceding
         sentence then in that event this Agreement may, at the option of the
         Majority Banks or the Guarantor, terminate whereupon the Commitments
         shall terminate and all outstanding Loans, together with interest
         thereon and any amounts due the Banks under this Agreement, including
         under Section 3.4 hereof, shall be repaid.

                  "Net Cash Proceeds" means with respect to the sale, transfer,
         or other disposition by the Guarantor or any Subsidiary of any asset
         (including any stock of any Subsidiary), the aggregate cash proceeds
         (including cash proceeds received by way of deferred payment of
         principal pursuant to a note, installment receivable or otherwise, but
         only as and when received) received by the Guarantor or any Subsidiary
         pursuant to such sale, transfer or other disposition, net of (i) the
         direct costs relating to such sale, transfer or other disposition
         (including, without limitation, sales commissions and legal, accounting
         and investment banking fees), (ii) taxes paid or payable as a result
         thereof (after taking into account any available tax credits or
         deductions and any tax sharing arrangements), (iii) amounts required to
         be applied to the repayment of any Indebtedness secured by a Lien on
         the asset subject to such sale, transfer or other disposition (other
         than the Loans) and (iv) any reserve for adjustment in respect of the
         sale price of such asset (until such amount is available to the
         Guarantor or the applicable Subsidiary).

                  "Net Invested Assets" shall mean the Guarantor's and the
         Primary Insurance Subsidiaries' portfolios of stocks, bonds, mortgage
         loans, real estate, policy loans and other assets classified as
         invested assets under SAP less Separate Account assets.

                  "Non-Performing Real Estate" shall mean the book value of the
         sum of (i) real estate acquired by the Guarantor and the Primary
         Insurance Subsidiaries in satisfaction of indebtedness, whether by
         foreclosure, deed in lieu of foreclosure or otherwise, which during the
         period of 180 days prior to the date of determination had a net
         operating income (gross income less taxes, maintenance and other
         operating expenses and also less principal and interest on indebtedness
         not owing to the Guarantor or the applicable Primary Insurance
         Subsidiary) of less than 6% of book value, (ii) mortgage loans the
         terms of which have been modified because of the borrower's inability
         to comply with the terms as originally agreed or which are in the
         process of foreclosure and under which the amount received by the
         Guarantor or the applicable Primary Insurance Subsidiary (exclusive of
         amounts received for taxes or insurance or in payment of expenses)
         during

                                      -11-
<PAGE>   18
         the 90 days preceding the date of determination is an amount which on
         an annual basis would return to the Guarantor or the applicable Primary
         Insurance Subsidiary less than 6% of the book value of the mortgage
         loan in question and (iii) mortgage loans on which any payment of
         principal or interest is more than 90 days past due.

                  "Note" means a promissory note executed by the Company in
         favor of a Bank pursuant to subsection 2.2(b), in substantially the
         form of Exhibit F.

                  "Notice of Borrowing" means a notice in substantially the form
         of Exhibit A.

                  "Notice of Conversion/Continuation" means a notice in
         substantially the form of Exhibit B.

                  "Obligations" means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document owing
         by the Company or the Guarantor to any Bank, any Agent, or any other
         Indemnified Person, whether direct or indirect (including those
         acquired by assignment), absolute or contingent, due or to become due,
         now existing or hereafter arising.

                  "Organization Documents" means, for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement, and
         all applicable resolutions of the board of directors (or any committee
         thereof) of such corporation.

                  "Participant" has the meaning specified in subsection 13.8(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  "Pension Plan" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which the Company sponsors,
         maintains, or to which it makes, is making, or is obligated to make
         contributions, or in the case of a multiple employer plan (as described
         in Section 4064(a) of ERISA) has made contributions at any time during
         the immediately preceding five (5) plan years.

                  "Permitted Liens" has the meaning specified in Section 7.1.

                  "Person" means an individual, partnership, limited liability
         company, corporation, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.

                  "Plan" means an employee benefit plan (as defined in Section
         3(3) of ERISA) which the Company sponsors or maintains or to which the
         Company makes, is making, or is obligated to make contributions and
         includes any Pension Plan.

                  "Primary Insurance Subsidiaries" shall mean those Primary
         Subsidiaries principally engaged in the business of insurance.


                                      -12-
<PAGE>   19
                  "Primary Subsidiaries" shall mean Phoenix American Life
         Insurance Co., the Company, and any other Subsidiary of the Guarantor
         which at the time of determination has capital or a net worth in excess
         of $25,000,000.

                  "Pro Rata Share" means, as to any Bank at any time, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Bank's Commitment divided by the
         combined Commitments of all Banks.

                  "Rating" means the Moody's Rating or the S&P Rating. All
         references in this Agreement to particular Moody's Ratings and S&P
         Ratings are references to such ratings as currently defined by Moody's
         and S&P, and in the event either of such corporations changes its
         rating system, each reference to a particular rating set forth in this
         Agreement shall be deemed to be a reference to the rating under such
         changed rating system which, in the reasonable judgment of the
         Administrative Agent, after consultation with the rating service
         involved, most closely approximates the level of claims paying ability
         associated with the particular rating as currently defined. Whenever a
         determination of compliance with any provision of this Agreement or any
         interest rate or fee is dependent upon the availability of both a
         Moody's Rating and an S&P Rating and one or the other (but not both) of
         such rating services ceases to rate the claims paying ability of the
         Guarantor, compliance with the applicable provisions of this Agreement
         and determinations of interest rates and fees shall be made on the
         basis of the rating which is available. If for any reason neither a
         Moody's Rating nor an S&P Rating is available for the Guarantor then in
         that event compliance with the provisions of this Agreement where a
         determination of such a rating is necessary, determinations of interest
         rates and fees shall be made by the Majority Banks, after consultation
         with the Guarantor, based on the Majority Banks' good faith estimates
         of what such ratings would have been had they been available, the
         determination of the Majority Banks in such regards to be final and
         conclusive provided that they have been made in good faith.

                  "Reportable Event" means, any of the events set forth in
         Section 4043(b) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC.

                  "Requirement of Law" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.

                  "Responsible Officer" means, with respect to any Person, the
         chief executive officer, or the president of such Person, or any other
         officer having substantially the same authority and responsibility; or,
         with respect to compliance with financial covenants, the chief
         financial officer or the treasurer of such Person, or any other officer
         having substantially the same authority and responsibility.

                  "Risk Based Capital Ratio" shall mean, as of any time the same
         is to be determined, the ratio of adjusted capital of the Guarantor to
         the Company Action Level of the Guarantor. Adjusted capital, for the
         purpose of this definition, shall be computed in

                                      -13-
<PAGE>   20
         the manner from time to time prescribed by the Insurance Department of
         the State of New York as total adjusted capital for inclusion in the
         Annual Statement of the Guarantor to such department (currently
         appearing on page 23 of such annual statement in column 1, line 27 and
         currently consisting of capital and surplus, the asset valuation
         reserve of the Guarantor and 50% of the Guarantor's dividend
         liability).

                  "S&P" means Standard & Poor's Ratings Group.

                  "S&P Rating" shall mean at any time the Insurer Financial
         Strength Rating of the Guarantor assigned by Standard & Poor's Ratings
         Services, a Division of the McGraw Hill Companies, Inc.

                  "SAP" means, as to the Guarantor, the statutory accounting
         principles prescribed or permitted by the Department, or in the event
         that the Department fails to prescribe or address such practices, the
         NAIC guidelines.

                  "SAP Capital" means unrestricted surplus accounts plus asset
         valuation reserve plus surplus notes, all calculated in accordance with
         SAP.

                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "Senior Debt" means Indebtedness less Subordinated Debt.

                  "Senior Debt to EBITDA Ratio" means the ratio for the Company,
         on a consolidated basis in accordance with GAAP, as at the end of any
         fiscal quarter of Senior Debt as of such quarter end to EBITDA as of
         such quarter end for the four fiscal quarters then ending.

                  "Separate Accounts" shall mean accounts maintained by the
         Guarantor and the Primary Insurance Subsidiaries pursuant to the New
         York Insurance Law of a character such that the assets allocated
         thereto are to provide for annuities or life insurance benefits under
         specific annuity and/or insurance contracts and are not chargeable with
         other liabilities of the Guarantor or the Primary Insurance
         Subsidiaries.

                  "Shareholders' Equity" means shareholders' equity determined
         in accordance with GAAP.

                  "Sole Book Manager" means NationsBanc Montgomery Securities
         LLC.

                  "Sole Lead Arranger" means NationsBank Montgomery Securities
         LLC.

                  "Subordinated Debt" means Indebtedness subordinated to the
         Obligations in form and substance satisfactory to the Majority Banks.

                  "Subsidiary" of a Person means any corporation, limited
         liability company, association, partnership, joint venture or other
         business entity of which more than 50% of the voting stock or other
         equity interests (in the case of Persons other than corporations),

                                      -14-
<PAGE>   21
         is owned or controlled directly or indirectly by the Person, or one or
         more of the Subsidiaries of the Person, or a combination thereof.
         Unless the context otherwise clearly requires, references herein to a
         "Subsidiary" refer to a Subsidiary of the Guarantor.

                  "Surety Instruments" means all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties,
         shipside bonds, surety bonds and similar instruments.

                  "Surplus Notes" means surplus notes issued in accordance with
         Section 1307 of the New York Insurance Law and which are payable only
         out of free and divisible surplus with the prior approval of the
         Department.

                  "Swap Contract" means any agreement (including any master
         agreement and any agreement, whether or not in writing, relating to any
         single transaction) that is an interest rate swap agreement, basis
         swap, forward rate agreement, commodity swap, commodity option, equity
         or equity index swap or option, bond option, interest rate option,
         forward foreign exchange agreement, rate cap, collar or floor
         agreement, currency swap agreement, cross-currency rate swap agreement,
         swaption, currency option or any other, similar agreement (including
         any option to enter into any of the foregoing).

                  "Termination Date" means the earlier to occur of:

                  (a) March 16, 2004; and

                  (b) the date on which the Commitments terminate in accordance
         with the provisions of this Agreement.

                  "Total Debt to Capital Ratio" means the ratio for the Company,
         on a consolidated basis in accordance with GAAP, of its Indebtedness to
         the sum of its Indebtedness plus its Shareholders' Equity. For the
         purpose of the calculations of Indebtedness for this ratio,
         Indebtedness shall be reduced by an amount equal to the lesser of (i)
         50% of any outstanding Subordinated Debt which has been exchanged for
         Subordinated Debt from preferred stock outstanding on the Closing Date
         and (ii) $40,000,000.

                  "Total SAP Adjusted Capital" means SAP Capital plus reserves
         for losses on real estate.

                  "12b-1 Asset" means, with respect to any Person, such Person's
         right to receive payments arising in connection with the sale of shares
         in a registered open-end management investment company, which payment
         shall be permitted pursuant to Rule 12b-1(b) (such payment, a so-called
         "12b-1 fee") or Rule 6c-10 (such payment, a so-called "contingent
         deferred sales load") of the Investment Company Act of 1940.

                  "Type" has the meaning specified in the definition of "Loan."

                  "Unfunded Pension Liability" means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets,

                                      -15-
<PAGE>   22
         determined in accordance with the assumptions used for funding the
         Pension Plan pursuant to Section 412 of the Code for the applicable
         plan year.

                  "United States" and "U.S." each means the United States of
         America.

                  "Wholly-Owned Subsidiary" means any corporation in which
         (other than directors' qualifying shares required by law) 100% of the
         capital stock of each class having ordinary voting power, and 100% of
         the capital stock of every other class, in each case, at the time as of
         which any determination is being made, is owned, beneficially and of
         record, by the Guarantor or by one or more of the other Wholly-Owned
         Subsidiaries, or both.

                  "Zweig Group" means Zweig Glaser Advisers, a New York general
         partnership, Zweig Securities Corp., a New York corporation, Zweig
         Advisors Inc., a Delaware corporation, Zweig Total Return Advisors
         Inc., a Delaware corporation, and Euclid Advisors LLC, a New York
         limited liability company.

                  "Zweig Acquisition" means the acquisition by the Company of
         the Zweig Group pursuant to the Zweig Acquisition Agreement.

                  "Zweig Acquisition Agreement" means the Acquisition Agreement
         dated as of December 15, 1998 among the Company, each of the members of
         the Zweig Group, Glaser Corp., Zweig Management Corp. and Martin E.
         Zweig, individually and as attorney-in-fact for the shareholders of
         Zweig Securities Corp., Zweig Advisors Inc. and Zweig Total Return
         Advisors Inc.

         1.2 Other Interpretive Provisions. (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

                  (b) The words "hereof", "herein", "hereunder" and similar
         words refer to this Agreement as a whole and not to any particular
         provision of this Agreement; and subsection, Section, Schedule and
         Exhibit references are to this Agreement unless otherwise specified.

                  (c) (i) The term "documents" includes any and all instruments,
         documents, agreements, certificates, indentures, notices and other
         writings, however evidenced.

                  (ii) The term "including" is not limiting and means "including
         without limitation."

                  (iii) In the computation of periods of time from a specified
         date to a later specified date, the word "from" means "from and
         including"; the words "to" and "until" each mean "to but excluding",
         and the word "through" means "to and including."

                  (d) Except as otherwise stated, the terms "determine" or
         "determination" mean to reasonably determine or reasonable
         determination, respectively.


                                      -16-
<PAGE>   23
                  (e) Unless otherwise expressly provided herein, (i) references
         to agreements (including this Agreement) and other contractual
         instruments shall be deemed to include all subsequent amendments and
         other modifications thereto, but only to the extent such amendments and
         other modifications are not prohibited by the terms of any Loan
         Document, and (ii) references to any statute or regulation are to be
         construed as including all statutory and regulatory provisions
         consolidating, amending, replacing, supplementing or interpreting the
         statute or regulation.

                  (f) The captions and headings of this Agreement are for
         convenience of reference only and shall not affect the interpretation
         of this Agreement.

                  (g) This Agreement and other Loan Documents may use several
         different limitations, tests or measurements to regulate the same or
         similar matters. All such limitations, tests and measurements are
         cumulative and shall each be performed in accordance with their terms.

                  (h) This Agreement and the other Loan Documents are the result
         of negotiations among and have been reviewed by counsel to the Agents,
         the Company and the other parties, and are the products of all parties.
         Accordingly, they shall not be construed against the Banks or the
         Agents merely because of the Agents' or Banks' involvement in their
         preparation.

         1.3 Accounting Principles. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                  (b) References herein to "fiscal year" and "fiscal quarter"
         refer to such fiscal periods of the Company.

                                   ARTICLE II

                                   THE CREDITS

         2.1 Amounts and Terms of Commitments. Each Bank severally agrees, on
the terms and conditions set forth herein, to make loans to the Company (each
such loan, a "Loan") from time to time on any Business Day during the period
from the Closing Date to the Termination Date, in an aggregate amount not to
exceed at any time outstanding, together with the principal amount of Loans
outstanding in favor of such Bank at such time, the amount set forth next to
such Bank's name on Schedule 2.1 (such amount as the same may be reduced under
Section 2.5 or as a result of one or more assignments under Section 13.8, the
Bank's "Commitment"); provided, however, that, after giving effect to any
Borrowing, the aggregate principal amount of all outstanding Loans shall not at
any time exceed the combined Commitments. Within the limits of each Bank's
Commitment, and subject to the other terms and conditions hereof, the Company
may borrow under this Section 2.1, prepay under Section 2.6 and reborrow under
this Section 2.1.

         2.2 Loan Accounts. (a) The Loans made by each Bank shall be evidenced
by one or more loan accounts or records maintained by such Bank in the ordinary
course of business. The

                                      -17-
<PAGE>   24
loan accounts or records maintained by the Administrative Agent shall be
conclusive absent manifest error of the amount of the Loans made by the Banks to
the Company and the interest and payments thereon. Any failure so to record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Company hereunder to pay any amount owing with respect to the
Loans.

                  (b) Upon the request of any Bank made through the
         Administrative Agent, the Loans made by such Bank may be evidenced by
         one or more Notes, instead of loan accounts. Each such Bank shall
         endorse on the schedules annexed to its Note(s) the date, amount and
         maturity of each Loan made by it and the amount of each payment of
         principal made by the Company with respect thereto. Each such Bank is
         irrevocably authorized by the Company to endorse its Note(s); provided,
         however, that the failure of a Bank to make, or an error in making, a
         notation thereon with respect to any Loan shall not limit or otherwise
         affect the obligations of the Company hereunder or under any such Note
         to such Bank.

         2.3 Procedure for Borrowing. (a) Each Borrowing shall be made upon the
Company's irrevocable written notice delivered to the Administrative Agent in
the form of a Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 11:00 a.m. (New York City time) (i) three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Rate
Loans; and (ii) one Business Day prior to the requested Borrowing Date, in the
case of Base Rate Loans, specifying:

                        (A) the amount of the Borrowing, which shall be in an
                  aggregate minimum amount of $5,000,000 or any multiple of
                  $1,000,000 in excess thereof;

                        (B) the requested Borrowing Date, which shall be a
                  Business Day;

                        (C) the Type of Loans comprising the Borrowing; and

                        (D) in the case of Eurodollar Rate Loans, the duration
                  of the Interest Period applicable to such Loans included in
                  such notice. If the Notice of Borrowing fails to specify the
                  duration of the Interest Period for any Borrowing comprised of
                  Eurodollar Rate Loans, such Interest Period shall be three
                  months.

                  (b) After giving effect to any Borrowing, there may be no more
         than 10 different Interest Periods in effect.

         2.4 Conversion and Continuation Elections. (a) The Company may, upon
irrevocable written notice to the Administrative Agent in accordance with
subsection 2.4(b):

                  (i) elect, as of any Business Day, in the case of Base Rate
         Loans, or as of the last day of the applicable Interest Period, in the
         case of Eurodollar Rate Loans, to convert any such Loans (or any part
         thereof in an amount not less than $5,000,000, or that is in an
         integral multiple of $1,000,000 in excess thereof) into Loans of any
         other Type; or


                                      -18-
<PAGE>   25
                  (ii) elect, as of the last day of the applicable Interest
         Period, to continue any Loans having Interest Periods expiring on such
         day (or any part thereof in an amount not less than $5,000,000, or that
         is in an integral multiple of $1,000,000 in excess thereof);

provided, that if at any time the aggregate amount of Eurodollar Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans.

                  (b) The Company shall deliver a Notice of Conversion/
         Continuation to be received by the Administrative Agent not later than
         11:00 a.m. (New York City time) at least (i) three Business Days in
         advance of the Conversion/Continuation Date, if the Loans are to be
         converted into or continued as Eurodollar Rate Loans; and (ii) one
         Business Day in advance of the Conversion/Continuation Date, if the
         Loans are to be converted into Base Rate Loans, specifying:

                        (A) the proposed Conversion/Continuation Date;

                        (B) the aggregate amount of Loans to be converted or
                  continued;

                        (C) the Type of Loans resulting from the proposed
                  conversion or continuation; and

                        (D) in the case of continuations of or conversions into
                  Eurodollar Rate Loans, the duration of the requested Interest
                  Period.

                  (c) If upon the expiration of any Interest Period applicable
         to Eurodollar Rate Loans, the Company has failed to select timely a new
         Interest Period to be applicable to such Eurodollar Rate Loans, or if
         any Default or Event of Default then exists, the Company shall be
         deemed to have elected to convert such Eurodollar Rate Loans into Base
         Rate Loans effective as of the expiration date of such Interest Period.

                  (d) The Administrative Agent will promptly notify each Bank of
         its receipt of a Notice of Conversion/Continuation, or, if no timely
         notice is provided by the Company, the Administrative Agent will
         promptly notify each Bank of the details of any automatic conversion.
         All conversions and continuations shall be made ratably according to
         the respective outstanding principal amounts of the Loans with respect
         to which the notice was given held by each Bank.

                  (e) Unless the Majority Banks otherwise agree, with respect to
         all Loans during the existence of a Default or Event of Default, the
         Company may not elect to have a Loan converted into or continued as an
         Eurodollar Rate Loan.

                  (f) After giving effect to any conversion or continuation of
         Loans, there may not be more than 10 different Interest Periods in
         effect.

         2.5 Voluntary Termination or Reduction of Commitments. The Company may,
upon not less than three Business Days' prior notice to the Administrative
Agent, terminate the Commitments, or permanently reduce the Commitments by an
aggregate minimum amount of

                                      -19-
<PAGE>   26
$5,000,000 or any multiple of $1,000,000 in excess thereof; provided, however,
that after giving effect thereto and to any prepayments of Loans made on the
effective date thereof, the then-outstanding principal amount of the Loans may
not exceed the amount of the combined Commitments then in effect. Once reduced
in accordance with this Section, the Commitments may not be increased. Any
reduction of the Commitments shall be applied to each Bank according to its Pro
Rata Share. All accrued facility fees to, but not including the effective date
of any reduction or termination of Commitments, shall be paid on the effective
date of such reduction or termination.

         2.6 Optional Prepayments. Subject to Section 3.4, the Company may, at
any time or from time to time, upon not less than three Business Days'
irrevocable notice to the Administrative Agent, ratably prepay Loans in whole or
in part, in minimum amounts of $5,000,000 or any multiple of $1,000,000 in
excess thereof. Such notice of prepayment shall specify the date and amount of
such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent
will promptly notify each Bank of its receipt of any such notice, and of such
Bank's Pro Rata Share of such prepayment. If such notice is given by the
Company, the Company shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid and any amounts
required pursuant to Section 3.4.

         2.7 Mandatory Prepayments of Loans; Mandatory Commitment Reductions.
The Company shall make a prepayment of the Loans within 30 days after receipt of
proceeds from any sale, transfer or other disposition by the Company or any
Subsidiary of the Company of any asset outside the ordinary course of its
business (other than any sale of 12b-1 Assets pursuant to the Purchase and Sale
Agreement among Phoenix Equity Planning Corporation, the Company and FEP Capital
L.P. dated as of June 1, 1997, and additional sales of 12b-1 Assets for up to an
aggregate amount of $4,000,000, so long as in either case the proceeds of such
sale shall be reinvested within 365 days in businesses or assets substantially
similar to the business or assets of the Company) in an amount equal to 100% of
the Net Cash Proceeds of such sale, to the extent the aggregate proceeds thereof
shall exceed $5,000,000 in any fiscal year. On the date of any prepayment
pursuant to this Section 2.7, accrued interest on the amount of such prepayment,
together with any amounts owing under Section 3.4, shall be due and payable. The
Commitments shall be reduced by the amount of such prepayments.

         2.8 Repayment. The Company shall repay to the Banks on the Termination
Date the aggregate principal amount of Loans outstanding on such date.

         2.9 Interest. (a) Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Eurodollar Rate or the Base Rate, as the case may be (and subject
to the Company's right to convert to other Types of Loans under Section 2.4),
plus the Applicable Margin, in the case of Eurodollar Rate Loans.

                  (b) Interest on each Loan shall be paid in arrears on each
         Interest Payment Date. Interest shall also be paid on the date of any
         prepayment of Loans under Section 2.6 or 2.7 for the portion of the
         Loans so prepaid and upon payment (including prepayment) in full
         thereof and, with respect to any Loan during the existence of any

                                      -20-
<PAGE>   27
         Event of Default, interest shall be paid on demand of the
         Administrative Agent at the request or with the consent of the Majority
         Banks.

                  (c) Notwithstanding subsection (a) of this Section with
         respect to any Loan, while any Event of Default exists or after
         acceleration, the Company shall pay interest (after as well as before
         entry of judgment thereon to the extent permitted by law) on the
         principal amount of all outstanding Loans, at a rate per annum which is
         determined by adding 2% per annum to the Applicable Margin then in
         effect for such Loans and, in the case of Base Rate Loans, at a rate
         per annum equal to the Base Rate plus 2%; provided, however, that, on
         and after the expiration of any Interest Period applicable to any
         Eurodollar Rate Loan outstanding on the date of occurrence of such
         Event of Default or acceleration, the principal amount of such Loan
         shall, during the continuation of such Event of Default or after
         acceleration, bear interest at a rate per annum equal to the Base Rate
         plus 2%.

                  (d) Highest Lawful Rate. At no time shall the interest rate
         payable on the Loans of any Bank, together with the fees and all other
         amounts payable under the Loan Documents to such Bank, to the extent
         the same are construed to constitute interest, exceed the Highest
         Lawful Rate applicable to such Bank. If with respect to any Bank for
         any period during the term of this Agreement, any amount paid to such
         Bank under the Loan Documents, to the extent the same shall (but for
         the provisions of this Section) constitute or be deemed to constitute
         interest, would exceed the maximum amount of interest permitted by the
         Highest Lawful Rate applicable to such Bank during such period (such
         amount being hereinafter referred to as an "Unqualified Amount"), then
         (i) such Unqualified Amount shall be applied or shall be deemed to have
         been applied as a prepayment of the Loans of such Bank, and (ii) if in
         any subsequent period during the term of this Agreement, all amounts
         payable under the Loan Documents to such Bank in respect of such period
         which constitute or shall be deemed to constitute interest shall be
         less than the maximum amount of interest permitted by the Highest
         Lawful Rate applicable to such Bank during such period, then the
         Company shall pay to such Bank in respect of such period an amount
         (each a "Compensatory Interest Payment") equal to the lesser of (x) a
         sum which, when added to all such amounts, would equal the maximum
         amount of interest permitted by the Highest Lawful Rate applicable to
         such Bank during such period, and (y) an amount equal to the
         Unqualified Amount less all other Compensatory Interest Payments made
         in respect thereof.

         2.10 Fees. (a) Arrangement, Agency Fees. The Company shall pay such
fees to the Arranger and the Agents for their own accounts as may be agreed to
between the Company and the Arranger and the Agents from time to time.

                  (b) Facility Fee. The Company shall pay to the Administrative
         Agent for the account of each Bank a facility fee on the Bank's
         Commitment, computed on a quarterly basis in arrears on the last
         Business Day of each calendar quarter as calculated by the
         Administrative Agent, equal to the Applicable Fee Rate per annum. Such
         facility fee shall accrue from the date hereof to the Termination Date
         and shall be due and payable quarterly in arrears on the last Business
         Day of each calendar quarter commencing on March 31, 1999 through the
         Termination Date, with the final payment to be made on the

                                      -21-
<PAGE>   28
         Termination Date; provided that, in connection with any reduction or
         termination of Commitments under Section 2.5 or Section 2.7, the
         accrued facility fee calculated for the period ending on such date
         shall also be paid on the date of such reduction or termination, with
         the following quarterly payment being calculated on the basis of the
         period from such reduction or termination date to such quarterly
         payment date. The facility fees provided in this subsection shall
         accrue at all times after the above-mentioned commencement date,
         including at any time during which one or more conditions in Article IV
         are not met.

                  (c) Closing Fee. On the Closing Date, the Company shall pay to
         the Administrative Agent for the account of each Bank a closing fee in
         an amount equal to 0.03% of such Bank's Commitment (the amount of which
         is set forth next to such Bank's name on Schedule 2.1).

         2.11 Computation of Fees and Interest. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by the BofA Rate and all
computations of facility fees shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed. All other computations of
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year). Interest and fees shall accrue during each Interest Period or
other period during which interest or such fees are computed from the first day
thereof to but excluding the last day thereof.

                  (b) Each determination of an interest rate by the
         Administrative Agent shall be conclusive and binding on the Company and
         the Banks in the absence of manifest error.

         2.12 Payments by the Company. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be made
to the Administrative Agent for the account of the Banks at the Administrative
Agent's Payment Office, and shall be made in dollars and in immediately
available funds, no later than 12:00 p.m. (New York City time) on the date
specified herein. The Administrative Agent will promptly distribute to each Bank
its Pro Rata Share (or other applicable share as expressly provided herein) of
such payment in like funds as received. Any payment received by the
Administrative Agent later than 12:00 p.m. (New York City time) shall be deemed
to have been received on the following Business Day and any applicable interest
or fee shall continue to accrue.

                  (b) Subject to the provisions set forth in the definition of
         "Interest Period" herein, whenever any payment is due on a day other
         than a Business Day, such payment shall be made on the following
         Business Day, and such extension of time shall in such case be included
         in the computation of interest or fees, as the case may be.

                  (c) Unless the Administrative Agent receives notice from the
         Company prior to the date on which any payment is due to the Banks that
         the Company will not make such payment in full as and when required,
         the Administrative Agent may assume that the Company has made such
         payment in full to the Administrative Agent on such date in

                                      -22-
<PAGE>   29
         immediately available funds and the Administrative Agent may (but shall
         not be so required), in reliance upon such assumption, distribute to
         each Bank on such due date an amount equal to the amount then due such
         Bank. If and to the extent the Company has not made such payment in
         full to the Administrative Agent, each Bank shall repay to the
         Administrative Agent on demand such amount distributed to such Bank,
         together with interest thereon at the Federal Funds Rate for each day
         from the date such amount is distributed to such Bank until the date
         repaid.

         2.13 Payments by the Banks to the Administrative Agent. (a) Unless the
Administrative Agent receives notice from a Bank on or prior to the Closing Date
or, with respect to any Borrowing after the Closing Date, at least one Business
Day prior to the date of such Borrowing, that such Bank will not make available
as and when required hereunder to the Administrative Agent for the account of
the Company the amount of that Bank's Pro Rata Share of the Borrowing, the
Administrative Agent may assume that each Bank has made such amount available to
the Administrative Agent in immediately available funds on the Borrowing Date
and the Administrative Agent may (but shall not be so required), in reliance
upon such assumption, make available to the Company on such date a corresponding
amount. If and to the extent any Bank shall not have made its full amount
available to the Administrative Agent in immediately available funds and the
Administrative Agent in such circumstances has made available to the Company
such amount, that Bank shall on the Business Day following such Borrowing Date
make such amount available to the Administrative Agent, together with interest
at the Federal Funds Rate for each day during such period. A notice of the
Administrative Agent submitted to any Bank with respect to amounts owing under
this subsection (a) shall be conclusive, absent manifest error. If such amount
is so made available, such payment to the Administrative Agent shall constitute
such Bank's Loan on the date of Borrowing for all purposes of this Agreement. If
such amount is not made available to the Administrative Agent on the Business
Day following the Borrowing Date, the Administrative Agent will notify the
Company of such failure to fund and, upon demand by the Administrative Agent,
the Company shall pay such amount to the Administrative Agent for the
Administrative Agent's account, together with interest thereon for each day
elapsed since the date of such Borrowing, at a rate per annum equal to the
interest rate applicable at the time to the Loans comprising such Borrowing.

                  (b) The failure of any Bank to make any Loan on any Borrowing
         Date shall not relieve any other Bank of any obligation hereunder to
         make a Loan on such Borrowing Date, but no Bank shall be responsible
         for the failure of any other Bank to make the Loan to be made by such
         other Bank on any Borrowing Date.

         2.14 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Banks such participations in the Loans made by them as shall be
necessary to cause such purchasing Bank to share the excess payment pro rata
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from the purchasing Bank, such purchase shall to
that extent be rescinded and each other Bank shall repay to the purchasing Bank
the purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying

                                      -23-
<PAGE>   30
Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company agrees
that any Bank so purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to Section 13.10) with respect to such
participation as fully as if such Bank were the direct creditor of the Company
in the amount of such participation. The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Banks following any such purchases or repayments.

                                  ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.1 Taxes. (a) Payments to be Free and Clear. All payments by the
Company or the Guarantor under the Loan Documents to or for the account of the
Administrative Agent, or any Bank (each, an "Indemnified Tax Person") shall be
made free and clear of, and without any deduction or withholding for or on
account of, any and all current or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto (including
interest, additions to tax, and penalties thereon) imposed, levied, collected,
withheld or assessed by the United States or any political subdivision or taxing
authority thereof (collectively, "Taxes"), excluding as to any Indemnified Tax
Person, (i) a Tax on the Income imposed on such Indemnified Tax Person and (ii)
any interest, fees, additions to tax or penalties for late payment thereof (each
such nonexcluded Tax, an "Indemnified Tax"). For purposes hereof, "Tax on the
Income" shall mean, as to any Person, a Tax imposed by one of the following
jurisdictions or by any political subdivision or taxing authority thereof: (i)
the United States, (ii) the jurisdiction in which such Person is organized,
(iii) the jurisdiction in which such Person's principal office is located, or
(iv) in the case of each Bank, any jurisdiction in which such Bank's applicable
Lending Office is located; which Tax is an income tax or franchise tax imposed
on all or part of the net income or net profits of such Person or which Tax
represents interest, fees, or penalties for late payment of such an income tax
or franchise tax.

                  (b) Grossing Up of Payments. If the Company, the Guarantor or
         any other Person is required by law, rule, regulation, order,
         directive, treaty or guideline to make any deduction or withholding
         (which deduction or withholding would constitute an Indemnified Tax)
         from any amount required to be paid by the Company or the Guarantor to
         or on behalf of an Indemnified Tax Person under any Loan Document (i)
         the Company or the Guarantor shall pay such Indemnified Tax before the
         date on which penalties attach thereto, such payment to be made for its
         own account (if the liability to pay is imposed on the Company or the
         Guarantor) or on behalf of and in the name of such Indemnified Tax
         Person (if the liability is imposed on such Indemnified Tax Person),
         and (ii) the sum payable to such Indemnified Tax Person shall be
         increased as may be necessary so that after making all required
         deductions and withholdings (including deductions and withholdings
         applicable to additional sums payable under this Section) such
         Indemnified Tax Person receives an amount equal to the sum it would
         have received had no such deductions or withholdings been made.


                                      -24-
<PAGE>   31
                  (c) Other Taxes. The Company and the Guarantor agree to pay
         any current or future stamp or documentary taxes or any other excise or
         property taxes, charges or similar levies that rise from any payment
         made hereunder or from the execution, delivery or registration of, or
         any amendment, supplement or modification of, or any waiver or consent
         under or in respect of, the Loan Documents or otherwise with respect
         to, the Loan Documents (collectively, the "Other Taxes").

                  (d) Evidence of Payment. Within 30 days after the reasonable
         request therefor by the Administrative Agent in connection with any
         payment of Indemnified Taxes or Other Taxes, the Company or the
         Guarantor, as applicable, will furnish to the Administrative Agent the
         original or a certified copy of an official receipt from the
         jurisdiction to which payment is made evidencing payment thereof or, if
         unavailable, a certificate from a Responsible Officer that states that
         such payment has been made and that sets forth the date and amount of
         such payment.

                  (e) U.S. Tax Certificates. Each Indemnified Tax Person that is
         organized under the laws of any jurisdiction other than the United
         States or any political subdivision thereof that is exempt from United
         States federal withholding tax, or that is subject to such tax at a
         reduced rate under an applicable treaty, with respect to payments under
         the Loan Documents shall deliver to the Administrative Agent for
         transmission to the Company, on or prior to the Closing Date (in the
         case of each Indemnified Tax Person listed on the signature pages
         hereof) or on the effective date of the Assignment and Acceptance
         Agreement or other document pursuant to which it becomes an Indemnified
         Tax Person (in the case of each other Indemnified Tax Person), and at
         such other times as the Company or the Administrative Agent may
         reasonably request, Internal Revenue Form 4224 or Form 1001 or other
         certificate or document required under United States law to establish
         entitlement to such exemption or reduced rate. Neither the Company nor
         the Guarantor shall be required to pay any additional amount to any
         such Indemnified Tax Person under subsection (b) above if such
         Indemnified Tax Person shall have failed to satisfy the requirements of
         the immediately preceding sentence; provided that if such Indemnified
         Tax Person shall have satisfied such requirements on the Closing Date
         (in the case of each Indemnified Tax Person listed on the signature
         pages hereof) or on the effective date of the Assignment and Acceptance
         Agreement or other document pursuant to which it became an Indemnified
         Tax Person (in the case of each other Indemnified Tax Person), nothing
         in this subsection shall relieve the Company or the Guarantor of its
         obligation to pay any additional amounts pursuant to subsection (b) in
         the event that, as a result of any change in applicable law or treaty,
         such Indemnified Tax Person is no longer properly entitled to deliver
         certificates, documents or other evidence at a subsequent date
         establishing the fact that such Indemnified Tax Person is no longer
         entitled to such exemption or reduced rate.

         3.2 Illegality. (a) If any Bank determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Bank or its applicable Lending Office to make
Eurodollar Rate Loans, then, on notice thereof by the Bank to the Company
through the Administrative Agent, any obligation of that Bank to make Eurodollar
Rate Loans shall be

                                      -25-
<PAGE>   32
suspended until the Bank notifies the Administrative Agent and the Company that
the circumstances giving rise to such determination no longer exist.

                  (b) If a Bank determines that it is unlawful to maintain any
         Eurodollar Rate Loan, the Company shall, upon its receipt of notice of
         such fact and demand from such Bank (with a copy to the Administrative
         Agent), prepay in full such Eurodollar Rate Loans of that Bank then
         outstanding, together with interest accrued thereon and amounts
         required under Section 3.4, either on the last day of the Interest
         Period thereof, if the Bank may lawfully continue to maintain such
         Eurodollar Rate Loans to such day, or immediately, if the Bank may not
         lawfully continue to maintain such Eurodollar Rate Loan. If the Company
         is required to so prepay any Eurodollar Rate Loan, then concurrently
         with such prepayment, the Company shall borrow from the affected Bank,
         in the amount of such repayment, a Base Rate Loan.

         3.3 Increased Costs and Reduction of Return. (a) If any Bank determines
that, due to either (i) the introduction of or any change (other than any change
by way of imposition of or increase in reserve requirements included in the
calculation of the Eurodollar Rate or in respect of the assessment rate payable
by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation
of any law or regulation or (ii) the compliance by that Bank with any guideline
or request from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to such Bank
of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans,
then the Company shall be liable for, and shall from time to time, upon demand
(with a copy of such demand to be sent to the Administrative Agent), pay to the
Administrative Agent for the account of such Bank, additional amounts as are
sufficient to compensate such Bank for such increased costs.

                  (b) If any Bank shall have determined that (i) the
         introduction of any Capital Adequacy Regulation, (ii) any change in any
         Capital Adequacy Regulation, (iii) any change in the interpretation or
         administration of any Capital Adequacy Regulation by any central bank
         or other Governmental Authority charged with the interpretation or
         administration thereof, or (iv) compliance by the Bank (or its Lending
         Office) or any corporation controlling the Bank with any Capital
         Adequacy Regulation, affects or would affect the amount of capital
         required or expected to be maintained by the Bank or any corporation
         controlling the Bank and (taking into consideration such Bank's or such
         corporation's policies with respect to capital adequacy and such Bank's
         desired return on capital) determines that the amount of such capital
         is increased as a consequence of its Commitment, loans, credits or
         obligations under this Agreement, then, upon demand of such Bank to the
         Company through the Administrative Agent, the Company shall pay to the
         Bank, from time to time as specified by the Bank, additional amounts
         sufficient to compensate the Bank for such increase.

         3.4 Funding Losses. The Company shall reimburse each Bank and hold each
Bank harmless from any loss or expense which the Bank may sustain or incur as a
consequence of:

                  (a) the failure of the Company to make on a timely basis any
         payment of principal of any Eurodollar Rate Loan;


                                      -26-
<PAGE>   33
                  (b) the failure of the Company to borrow, continue or convert
         a Loan after the Company has given (or is deemed to have given) a
         Notice of Borrowing or a Notice of Conversion/Continuation;

                  (c) the failure of the Company to make any prepayment in
         accordance with any notice delivered under Section 2.6;

                  (d) the prepayment (including pursuant to Section 2.7) or
         other payment (including after acceleration thereof) of an Eurodollar
         Rate Loan on a day that is not the last day of the relevant Interest
         Period; or

                  (e) the automatic conversion under Section 2.4 of any
         Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last
         day of the relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Eurodollar Rate Loans or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of calculating amounts payable by the Company to the Banks under this
Section and under subsection 3.3(a), each Eurodollar Rate Loan made by a Bank
(and each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the Dollar deposits used in
determining the Eurodollar Rate for such Eurodollar Rate Loan by a matching
deposit or other borrowing in the interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan is
in fact so funded.

         3.5 Inability to Determine Rates. If the Majority Banks determine that
for any reason adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate applicable pursuant to
subsection 2.9(a) for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to the
Banks of funding such Loan, the Administrative Agent will promptly so notify the
Company and each Bank. Thereafter, the obligation of the Banks to make or
maintain Eurodollar Rate Loans, as the case may be, hereunder shall be suspended
until the Administrative Agent upon the instruction of the Majority Banks
revokes such notice in writing. Upon receipt of such notice, the Company may
revoke any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the Company does not revoke such Notice, the Banks shall
make, convert or continue the Loans, as proposed by the Company, in the amount
specified in the applicable notice submitted by the Company, but such Loans
shall be made, converted or continued as Base Rate Loans instead of Eurodollar
Rate Loans.

         3.6 Certificates of Banks. Any Bank or Agent claiming reimbursement or
compensation under this Article III shall deliver to the Company (with a copy to
the Administrative Agent) a certificate setting forth in reasonable detail the
amount payable to the Bank or Agent hereunder and such certificate shall be
conclusive and binding on the Company in the absence of manifest error.

         3.7 Survival. The agreements and obligations of the Company in this
Article III shall survive the payment of all other Obligations.


                                      -27-
<PAGE>   34
                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1 Conditions of Initial Loans. The obligation of each Bank to make
its initial Loan hereunder is subject to the following conditions:

                  (a) The Administrative Agent shall have received on or before
         the initial borrowing date all of the following, in form and substance
         satisfactory to the Administrative Agent and each Bank, and in
         sufficient copies for each Bank (except for the Notes, of which only
         the originals shall be signed):

                  (i) Credit Agreement. This Agreement executed by each party
         hereto;

                  (ii) Notes. The Notes (if any);

                  (iii) Resolutions; Incumbency.

                        (A) Copies of the resolutions of the board of directors
                  of the Company and the Guarantor authorizing the transactions
                  contemplated hereby, certified as of the Closing Date by the
                  Secretary or an Assistant Secretary of such Person; and

                        (B) A certificate of the Secretary or Assistant
                  Secretary of the Company and the Guarantor certifying the
                  names and true signatures of the officers of the Company or
                  the Guarantor authorized to execute, deliver and perform, as
                  applicable, this Agreement, and all other Loan Documents to be
                  delivered by it hereunder;

                  (iv) Organization Documents; Good Standing. Each of the
         following documents:

                        (A) the articles or certificate of incorporation and the
                  bylaws of the Company and the Guarantor as in effect on the
                  Closing Date, certified by the Secretary or Assistant
                  Secretary of the Company or the Guarantor as of the Closing
                  Date; and

                        (B) a good standing certificate for the Company and the
                  Guarantor from the Secretary of State (or similar, applicable
                  Governmental Authority) of its state of incorporation;

                  (v) Legal Opinions.

                        (A) An opinion of Thomas Steenburg, counsel to the
                  Company and addressed to the Agents and the Banks,
                  substantially in the form of Exhibit D-1; and


                        (B) An opinion of John T. Mulrain, counsel to the
                  Guarantor and addressed to the Agents and the Banks,
                  substantially in the form of Exhibit D-2;


                                      -28-
<PAGE>   35
                  (vi) Payment of Fees. Evidence of payment by the Company of
         all accrued and unpaid fees, costs and expenses to the extent then due
         and payable on the Closing Date, together with Attorney Costs of BofA
         to the extent invoiced prior to or on the Closing Date, plus such
         additional amounts of Attorney Costs as shall constitute BofA's
         reasonable estimate of Attorney Costs incurred or to be incurred by it
         through the closing proceedings (provided that such estimate shall not
         thereafter preclude final settling of accounts between the Company and
         BofA); including any such costs, fees and expenses arising under or
         referenced in Sections 2.10 and 13.4;

                  (vii) Certificate. A certificate signed by a Responsible
         Officer of each of the Company and the Guarantor, dated as of the
         Closing Date, stating that:

                        (A) the representations and warranties contained in
                  Article V are true and correct on and as of such date, as
                  though made on and as of such date;

                        (B) no Default or Event of Default exists or would
                  result from the initial Borrowing; and

                        (C) there has occurred since December 31, 1997, no event
                  or circumstance that has resulted or could reasonably be
                  expected to result in a Material Adverse Effect; and

                  (viii) Other Documents. Such other approvals, opinions,
         documents or materials as the Administrative Agent or any Bank may
         request.

                  (b) The Administrative Agent shall have received a certificate
         signed by a Responsible Officer of the Company stating that all
         material governmental, creditor, shareholder and other third party
         approvals and consents necessary in connection with the execution and
         delivery by each of the Company and the Guarantor of the Loan Documents
         to which it is a party, and the performance by each of the Company and
         the Guarantor of its obligations under the Loan Documents, shall have
         been obtained and remain in effect and any applicable waiting periods
         shall have expired.

                  (c) The Administrative Agent shall have received evidence
         (satisfactory to the Administrative Agent) that the Zweig Acquisition
         has been completed on substantially similar terms to those described in
         the Zweig Acquisition Agreement.

         4.2 Conditions to All Borrowings. The obligation of each Bank to make
any Loan to be made by it (including its initial Loan) is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date:

                  (a) Notice of Borrowing. The Administrative Agent shall have
         received (with, in the case of the initial Loan only, a copy for each
         Bank) a Notice of Borrowing;

                  (b) Continuation of Representations and Warranties. The
         representations and warranties in Article V shall be true and correct
         on and as of such Borrowing Date with the same effect as if made on and
         as of such Borrowing Date (except to the extent such representations
         and warranties expressly refer to an earlier date, in which case they
         shall

                                      -29-
<PAGE>   36
         be true and correct as of such earlier date and in the case of Section
         5.16, as otherwise permitted hereunder); and

                  (c) No Existing Default. No Event of Default or Default shall
         exist or shall result from such Borrowing.

Each Notice of Borrowing submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder, as of the date of each
such notice and as of each Borrowing Date, that the conditions in Section 4.2
are satisfied.

         4.3 Conditions to Certain Borrowings. Until such time as the Borrower
shall deliver certified resolutions and an opinion of counsel satisfactory to
the Administrative Agent evidencing the authority of the Borrower to borrow the
full amount of the combined Commitments, the Borrower shall deliver to the
Administrative Agent a certificate, prior to each Borrowing, stating that, after
giving effect to the proposed Borrowing, the full amount of the outstanding
borrowings of the Borrower (a) shall not exceed $300,000,000 and (b) have been
duly authorized by the Borrower.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Guarantor and the Company represent and warrant to each Agent and
each Bank that:

         5.1 Corporate Existence and Power. The Guarantor and each of its
Subsidiaries:

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

                  (b) has the power and authority and all governmental licenses,
         authorizations, consents and approvals to own its assets, carry on its
         business and to execute, deliver, and perform its obligations under the
         Loan Documents;

                  (c) is duly qualified as a foreign corporation and is licensed
         and in good standing under the laws of each jurisdiction where its
         ownership, lease or operation of property or the conduct of its
         business requires such qualification or license; and

                  (d) is in compliance with all Requirements of Law; except, in
         each case referred to in clause (c) or clause (d), to the extent that
         the failure to do so could not reasonably be expected to have a
         Material Adverse Effect.

         5.2 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Guarantor and its Subsidiaries of this Agreement and each
other Loan Document to which such Person is party, have been duly authorized by
all necessary corporate action, and do not and will not:

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


                                      -30-
<PAGE>   37
                  (b) conflict with or result in any breach or contravention of,
         or the creation of any Lien under, any document evidencing any
         Contractual Obligation to which such Person is a party or any order,
         injunction, writ or decree of any Governmental Authority to which such
         Person or its property is subject; or

                  (c) violate any Requirement of Law.

         5.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Guarantor or
any of its Subsidiaries of the Agreement or any other Loan Document, except
filings made prior to the date hereof and other filings which will be made as
required by law.

         5.4 Binding Effect. This Agreement and each other Loan Document to
which the Guarantor or the Company is a party constitute the legal, valid and
binding obligations of the Guarantor and the Company, enforceable against such
Person in accordance with their respective terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability.

         5.5 Litigation. Except as specifically disclosed in Schedule 5.5, there
are no actions, suits, proceedings, claims or disputes pending, or to the best
knowledge of the Company or the Guarantor, threatened or contemplated, at law,
in equity, in arbitration or before any Governmental Authority, against the
Guarantor or the Company or its Subsidiaries or any of their respective
properties which:

                  (a) purport to affect or pertain to this Agreement or any
         other Loan Document, or any of the transactions contemplated hereby or
         thereby;

                  (b) as to which there exists a substantial likelihood of an
         adverse determination, which determination would reasonably be expected
         to have a Material Adverse Effect. No injunction, writ, temporary
         restraining order or any order of any nature has been issued by any
         court or other Governmental Authority purporting to enjoin or restrain
         the execution, delivery or performance of this Agreement or any other
         Loan Document, or directing that the transactions provided for herein
         or therein not be consummated as herein or therein provided; or

                  (c) seeks damages in an amount reasonably expected to have a
         Material Adverse Effect.

         5.6 Contractual Obligation. As of the Closing Date, neither the
Guarantor nor any Subsidiary is in default under or with respect to any
Contractual Obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have a Material Adverse Effect.

         5.7 ERISA Compliance. Except as specifically disclosed in Schedule 5.7:


                                      -31-
<PAGE>   38
                  (a) Each Plan is in compliance in all material respects with
         the applicable provisions of ERISA, the Code and other federal or state
         law. The Guarantor and each ERISA Affiliate has made all required
         contributions to any Plan subject to Section 412 of the Code, and no
         application for a funding waiver or an extension of any amortization
         period pursuant to Section 412 of the Code has been made with respect
         to any Plan.

                  (b) There are no pending or, to the best knowledge of
         Guarantor, threatened claims, actions or lawsuits, or action by any
         Governmental Authority, with respect to any Plan which has resulted or
         could reasonably be expected to result in a Material Adverse Effect.
         There has been no prohibited transaction or violation of the fiduciary
         responsibility rules with respect to any Plan which has resulted or
         could reasonably be expected to result in a Material Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
         to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
         (iii) neither the Guarantor nor any ERISA Affiliate has incurred, or
         reasonably expects to incur, any liability under Title IV of ERISA with
         respect to any Pension Plan (other than premiums due and not delinquent
         under Section 4007 of ERISA); (iv) neither the Guarantor nor any ERISA
         Affiliate has incurred, or reasonably expects to incur, any liability
         (and no event has occurred which, with the giving of notice under
         Section 4219 of ERISA, would result in such liability) under Section
         4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
         neither the Guarantor nor any ERISA Affiliate has engaged in a
         transaction that could be subject to Section 4069 or 4212(c) of ERISA.

         5.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 6.12
and Section 7.6. Neither the Guarantor nor any Subsidiary is generally engaged
in the business of purchasing or selling Margin Stock or extending credit for
the purpose of purchasing or carrying Margin Stock.

         5.9 Title to Properties. The Guarantor and its Subsidiaries have good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, have a Material Adverse Effect. As of the Closing Date, the
property of the Guarantor and its Subsidiaries is subject to no Liens, other
than Permitted Liens.

         5.10 Taxes. The Guarantor and its Subsidiaries have filed all Federal
and other material tax returns and reports required to be filed, and have paid
all Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Guarantor
or any Subsidiary that would, if made, have a Material Adverse Effect.

         5.11 Financial Condition. (a) The statutory financial statements of the
Guarantor and its Primary Insurance Subsidiaries dated December 31, 1997 and the
statutory statements of the Guarantor and its Primary Insurance Subsidiaries
dated September 30, 1998, and the related

                                      -32-
<PAGE>   39
statements of income or operations, surplus or capital and surplus and cash
flows for the fiscal periods ended on those dates:

                  (i) were prepared in accordance with SAP consistently applied
         throughout the period covered thereby, except as otherwise expressly
         noted therein, subject in the case of the September 30, 1998 statements
         to ordinary, good faith year end audit adjustments;

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

                  (iii) except as specifically disclosed in Schedule 5.11, show
         all material indebtedness and other liabilities, direct or contingent,
         of the Guarantor and its Primary Insurance Subsidiaries as of the date
         thereof, including liabilities for taxes, material commitments and
         Contingent Obligations.

                  (b) The audited consolidated financial statements of the
         Company and its Subsidiaries dated December 31, 1997, and the unaudited
         consolidated statements of the Company and its Subsidiaries dated
         September 30, 1998, and the related consolidated statements of income
         or operations, shareholders' equity and cash flows for the fiscal
         periods ended on those dates:

                  (i) were prepared in accordance with GAAP consistently applied
         throughout the period covered thereby, except as otherwise expressly
         noted therein, subject in the case of the September 30, 1998,
         statements to ordinary, good faith year end audit adjustments;

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

                  (iii) except as specifically disclosed in Schedule 5.11, show
         all material indebtedness and other liabilities, direct or contingent,
         of the Company and its consolidated Subsidiaries as of the date
         thereof, including liabilities for taxes, material commitments and
         Contingent Obligations.

                  (c) Since December 31,1997, there has been no Material Adverse
         Effect.

         5.12 Environmental Matters. The Guarantor conducts in the ordinary
course of business a review of the effect of existing Environmental Laws and
existing Environmental Claims on its business, operations and properties, and as
a result thereof the Guarantor has reasonably concluded to the best of its
knowledge that, except as specifically disclosed in Schedule 5.12, such
Environmental Laws and Environmental Claims could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         5.13 Regulated Entities. The Company is not subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other Federal
or state statute or regulation limiting its ability to

                                      -33-
<PAGE>   40
incur Indebtedness. No filings, approvals or consents are required under the
Investment Company Act of 1940 for the enforceability of this Agreement or any
other Loan Document.

         5.14 No Burdensome Restrictions. Neither the Guarantor nor any
Subsidiary is a party to or bound by any Contractual Obligation, or subject to
any restriction in any Organization Document, or any Requirement of Law, which
could reasonably be expected to have a Material Adverse Effect.

         5.15 Copyrights, Patents, Trademarks and Licenses, etc. The Guarantor
or its Subsidiaries own or are licensed or otherwise have the right to use all
of the patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without conflict with the rights
of any other Person. To the best knowledge of the Guarantor, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Guarantor or any
Subsidiary infringes upon any rights held by any other Person. Except as
specifically disclosed in Schedule 5.5, no claim or litigation regarding any of
the foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Guarantor, proposed, which, in either
case, could reasonably be expected to have a Material Adverse Effect.

         5.16 Subsidiaries. As of the Closing Date, the Guarantor has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.16 hereto and the Company has no equity investments in any other corporation
or entity other than those specifically disclosed in part (b) of Schedule 5.16.

         5.17 Insurance. Except as specifically disclosed in Schedule 5.17, the
properties of the Guarantor and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Guarantor, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Guarantor or such Subsidiary operates.

         5.18 Full Disclosure. None of the representations or warranties made by
the Guarantor or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Guarantor or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Guarantor to the Banks prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered; provided, that, to the extent the representations and warranties
set forth in this Section 5.18 relate to the Zweig Group, they shall be made to
the best of the knowledge of the Guarantor and the Company after due inquiry.

         5.19 Zweig Acquisition Agreement. The representations and warranties of
the Company and, to the best of the knowledge of the Company after due inquiry,
the sellers contained in the Zweig Acquisition Agreement (a true and correct
copy of which Zweig

                                      -34-
<PAGE>   41
Acquisition Agreement, together with all schedules and exhibits thereto, has
been delivered to the Banks), are true and correct in all respects which, upon
consummation of the Zweig Acquisition, could have a Material Adverse Effect. As
of the date of the Zweig Acquisition, (i) the Company shall have taken all
necessary corporate actions to authorize the Zweig Acquisition; and (ii) no
representation made by the Company or, to the best of the knowledge of the
Company after due inquiry, the sellers, under such Zweig Acquisition Agreement,
in any notices or filings with the shareholders of the Company or such sellers,
with the SEC or any applicable state securities commissions or with any
governmental authority including, without limitation, any representations
concerning any agreement with, or financing provided by, the Banks, contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.

         5.20 Compliance. The Guarantor and each of its Subsidiaries is in
compliance with all applicable laws and regulations, all applicable ordinances,
decrees, requirements, orders and judgments of, and all of the terms of any
applicable licenses and permits issued by, any governmental body, agency or
official, and all agreements and instruments to which it may be subject or any
of its properties may be bound, in each case where the violation thereof may
have a Material Adverse Effect.

         5.21 Year 2000 Problem. The Guarantor and the Company and each of their
respective Subsidiaries have reviewed the areas within their business and
operations which could be adversely affected by, and have developed or are
developing a program to address on a timely basis, the "Year 2000 Problem" (that
is, the risk that computer applications used by the Guarantor and the Company
and each of their respective Subsidiaries may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any date
after December 31, 1999). Based on such review and program, the Guarantor and
the Company reasonably believe that the "Year 2000 Problem" will not have a
Material Adverse Effect.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

         6.1 Financial Statements. The Guarantor and/or the Company shall
deliver to the Administrative Agent, in form and detail satisfactory to the
Administrative Agent and the Majority Banks, with sufficient copies for each
Bank:

                  (a) as soon as available, but not later than 120 days after
         the end of each fiscal year, a copy of the audited consolidated balance
         sheet of the Company and its Subsidiaries as at the end of such year
         and the related consolidated statements of income or operations,
         shareholders' equity and cash flows for such year, setting forth in
         each case in comparative form the figures for the previous fiscal year,
         and accompanied by the opinion of PricewaterhouseCoopers or another
         nationally-recognized independent public

                                      -35-
<PAGE>   42
         accounting firm ("Independent Auditor") which report shall state that
         such consolidated financial statements present fairly the financial
         position for the periods indicated in conformity with GAAP applied on a
         basis consistent with prior years. Such opinion shall not be qualified
         or limited because of a restricted or limited examination by the
         Independent Auditor of any material portion of the Company's or any
         Subsidiary's records;

                  (b) as soon as available, but not later than 60 days after the
         end of each of the first three fiscal quarters of each fiscal year, a
         copy of the unaudited consolidated balance sheet of the Company and its
         Subsidiaries as of the end of such quarter and the related consolidated
         statements of income, shareholders' equity and cash flows for the
         period commencing on the first day and ending on the last day of such
         quarter, and certified by a Responsible Officer of the Company as
         fairly presenting, in accordance with GAAP (subject to ordinary, good
         faith year-end audit adjustments), the financial position and the
         results of operations of the Company and the Subsidiaries;

                  (c) as soon as available, but not later than 120 days after
         the end of each fiscal year, a copy of the Annual Statement of the
         Guarantor for such fiscal year prepared in accordance with SAP and
         accompanied by the certification of a Responsible Officer of the
         Guarantor that such Annual Statement presents fairly in accordance with
         SAP the financial position of the Guarantor for the period then ended;

                  (d) as soon as possible, but no later than 60 days after the
         end of each of the first three fiscal quarters of each fiscal year, a
         copy of the quarterly consolidated statement of the Guarantor for each
         such fiscal quarter, all prepared in accordance with GAAP and
         accompanied by the certification of a Responsible Officer of the
         Guarantor that all such quarterly consolidated statements present
         fairly in accordance with GAAP the financial position of the Guarantor
         for the period then ended;

                  (e) as soon as available, a copy of the Guarantor's "Statement
         of Actuarial Opinion" which is provided to the Department (or
         equivalent information should the Department no longer require such a
         statement) as to the adequacy of loss reserves of the Guarantor, which
         opinion shall be in the format prescribed by the Insurance Code;

                  (f) as soon as available, a copy of the Management Discussion
         and Analysis filed with the Department with respect to any of the
         foregoing financial statements and such other information; and

                  (g) within 90 days after each fiscal year, projections of the
         Company's financial performance on an annual basis for the next fiscal
         year, prepared by the Company's management.

         6.2 Certificates; Other Information. The Company shall furnish to the
Administrative Agent, with sufficient copies for each Bank:

                  (a) concurrently with the delivery of the financial statements
         referred to in subsections 6.1(a) and (b), a Compliance Certificate
         executed by a Responsible Officer of the Company;


                                      -36-
<PAGE>   43
                  (b) promptly, copies of all financial statements and reports
         that the Guarantor or the Company sends to its policyholders or
         shareholders, and copies of all financial statements and regular,
         periodical or special reports that the Guarantor or any Subsidiary may
         make to, or file with, the SEC;

                  (c) promptly, upon a change in the Guarantor's Financial
         Strength Rating, written notice of such change by a Responsible
         Officer; and

                  (d) promptly, such additional information regarding the
         business, financial or corporate affairs of the Guarantor or any
         Subsidiary as the Administrative Agent, at the request of any Bank, may
         from time to time reasonably request.

         6.3 Notices. The Company and the Guarantor shall promptly notify the
Administrative Agent and each Bank:

                  (a) of any change in a Rating;

                  (b) of the occurrence of any Default or Event of Default and
         of the occurrence or existence of any event or circumstance that
         foreseeably will become a Default or Event of Default;

                  (c) of any matter that has resulted or may result in a
         Material Adverse Effect, including (i) breach or non-performance of, or
         any default under, a Contractual Obligation of the Guarantor or any
         Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
         suspension between the Guarantor or any Subsidiary and any Governmental
         Authority; or (iii) the commencement of, or any material development
         in, any litigation or proceeding affecting the Guarantor or any
         Subsidiary; including pursuant to any applicable Environmental Laws;

                  (d) of the occurrence of any of the following events affecting
         the Guarantor or any ERISA Affiliate (but in no event more than 10 days
         after such event), and deliver to the Administrative Agent and each
         Bank a copy of any notice with respect to such event that is filed with
         a Governmental Authority and any notice delivered by a Governmental
         Authority to the Guarantor or any ERISA Affiliate with respect to such
         event:

                  (i) an ERISA Event;

                  (ii) a material increase in the Unfunded Pension Liability of
         any Pension Plan;

                  (iii) the adoption of, or the commencement of contributions
         to, any Plan subject to Section 412 of the Code by the Company or any
         ERISA Affiliate; or

                  (iv) the adoption of any amendment to a Plan subject to
         Section 412 of the Code, if such amendment results; in a material
         increase in contributions or Unfunded Pension Liability;

                  (e) of any material change in accounting policies or financial
         reporting practices by the Guarantor or any of its Primary
         Subsidiaries; and


                                      -37-
<PAGE>   44
                  (f) of any proposed Acquisition by the Company or any of its
         Subsidiaries, the total consideration for which shall exceed
         $10,000,000, together with pro forma financial statements giving effect
         to such Acquisition but subject to the requirements of any applicable
         confidentiality agreement.

                  Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer of the Company or the Guarantor
setting forth details of the occurrence referred to therein, and stating what
action the Company, the Guarantor or any affected Subsidiary proposes to take
with respect thereto and at what time. Each notice under subsection 6.3(b) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been (or foreseeably will be) breached or
violated.

         6.4 Preservation of Corporate Existence, Etc. The Guarantor and the
Company shall, and shall cause each of their respective Subsidiaries to:

                  (a) preserve and maintain in full force and effect its
         corporate existence and good standing under the laws of its state or
         jurisdiction of incorporation;

                  (b) preserve and maintain in full force and effect all
         governmental rights, privileges, qualifications, permits, licenses and
         franchises necessary or desirable in the normal conduct of its
         business;

                  (c) use reasonable efforts, in the ordinary course of
         business, to preserve its business organization and goodwill; and

                  (d) preserve or renew all of its registered patents,
         trademarks, trade names and service marks, the non-preservation of
         which could reasonably be expected to have a Material Adverse Effect.

         6.5 Maintenance of Property. The Guarantor and the Company shall
maintain, and shall cause each of their respective Subsidiaries to maintain, and
preserve all its property which is used or useful in its business in good
working order and condition, ordinary wear and tear excepted.

         6.6 Insurance. The Guarantor and the Company shall maintain, and shall
cause each of their respective Subsidiaries to maintain, with financially sound
and reputable independent insurers, insurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons.

         6.7 Payment of Obligations. The Guarantor and the Company shall, and
shall cause each of their respective Subsidiaries to, pay and discharge as the
same shall become due and payable, all their respective obligations and
liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
         or levies upon it or its properties or assets, unless the same are
         being contested in good faith by

                                      -38-
<PAGE>   45
         appropriate proceedings and adequate reserves in accordance with GAAP
         are being maintained by the Guarantor, the Company or such Subsidiary;

                  (b) all lawful claims which, if unpaid, would by law become a
         Lien upon its property; and

                  (c) all indebtedness, as and when due and payable, but subject
         to any subordination provisions contained in any instrument or
         agreement evidencing such Indebtedness.

         6.8 Compliance with Laws. The Guarantor and the Company shall comply,
and shall cause each of their respective Subsidiaries to comply, in all material
respects with all Requirements of Law of any Governmental Authority having
jurisdiction over it or its business (including the Federal Fair Labor Standards
Act), except such as may be contested in good faith or as to which a bona fide
dispute may exist.

         6.9 Compliance with ERISA. The Company shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

         6.10 Inspection of Property and Books and Records. The Guarantor and
the Company shall maintain, and shall cause each of their respective
Subsidiaries to maintain, proper books of record and account, in which full,
true and correct entries in conformity with GAAP or SAP, as applicable,
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Guarantor, the Company and such
Subsidiary. The Guarantor and the Company shall permit, and shall cause each of
their respective Subsidiaries to permit, representatives and independent
contractors of the Administrative Agent or any Bank to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
the Guarantor and the Company and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Company; provided, however, when an Event of Default or
Default exists the Administrative Agent or any Bank may do any of the foregoing
during normal business hours and without advance notice.

         6.11 Environmental Laws. The Guarantor and the Company shall, and shall
cause each of their respective Subsidiaries to, conduct its operations and keep
and maintain its property in compliance with all Environmental Laws.

         6.12 Use of Proceeds. The Company shall use the proceeds of the Loans
for working capital purposes including the acquisition of the Zweig Group and
Acquisitions not in contravention of any Requirement of Law or of any Loan
Document; provided, however, that such proceeds shall not be used for any
Acquisition, if the board of directors of the entity to be acquired shall not
have approved such Acquisition.


                                      -39-
<PAGE>   46
                                  ARTICLE VII

                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

         7.1 Limitation on Liens. The Guarantor shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, make, create, incur, assume
or suffer to exist any Lien upon or with respect to any part of its property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

                  (a) any Lien existing on property of the Guarantor or any
         Subsidiary on the Closing Date and set forth in Schedule 7.1 securing
         Indebtedness outstanding on such date;


                  (b) any Lien created under any Loan Document;

                  (c) Liens for taxes, fees, assessments or other governmental
         charges which are not delinquent or remain payable without penalty, or
         to the extent that non-payment thereof is permitted by Section 6.7,
         provided that no notice of lien has been filed or recorded under the
         Code;

                  (d) Liens on 12b-1 Assets which have been sold;

                  (e) carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's or other similar Liens arising in the
         ordinary course of business which are not delinquent or remain payable
         without penalty;

                  (f) Liens (other than any Lien imposed by ERISA) consisting of
         pledges or deposits required in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         social security legislation;

                  (g) Liens consisting of judgment or judicial attachment liens,
         provided that the enforcement of such Liens is effectively stayed and
         all such liens in the aggregate at any time outstanding for the
         Guarantor and its Subsidiaries do not exceed $10,000,000;

                  (h) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business which, in the
         aggregate, are not substantial in amount, and which do not in any case
         materially detract from the value of the property subject thereto or
         interfere with the ordinary conduct of the businesses of the Guarantor
         and its Subsidiaries;

                  (i) Liens arising solely by virtue of any statutory or common
         law provision relating to banker's liens, securities intermediary's
         liens, rights of set-off or similar rights and remedies as to deposit
         accounts, securities accounts or other funds maintained with a creditor
         depository institution; provided that (i) such deposit account is not a
         dedicated

                                      -40-
<PAGE>   47
         cash collateral account and is not subject to restrictions against
         access by the Guarantor in excess of those set forth by regulations
         promulgated by the FRB, and (ii) such deposit account or securities
         account is not intended by the Guarantor or any Subsidiary to provide
         collateral to the depository institution providing such account;

                  (j) Liens on real property and related assets of the Guarantor
         granted to any home loan bank, provided that the aggregate amount of
         Indebtedness secured by all such Liens, when taken together with the
         aggregate amount of Indebtedness secured by Liens permitted by clause
         (k) of this Section 7.1 shall not exceed $100,000,000 at any one time
         outstanding; and

                  (k) additional Liens securing Indebtedness not in excess of
         $10,000,000 at any time outstanding.

         7.2 Mergers, Consolidations and Sales of Assets. The Guarantor will
not, and will not permit any Primary Subsidiary to

                  (a) consolidate with or be a party to a merger with any other
         Person or

                  (b) sell, lease or otherwise dispose of any substantial part
         of its Properties, provided that the foregoing shall not apply to or
         operate to prevent (i) reinsurance and similar risk sharing
         arrangements entered into in the ordinary course of business, (ii)
         sales or other dispositions of assets acquired in satisfaction of
         obligations owing the Guarantor or a Primary Subsidiary, (iii) mergers
         of a Primary Subsidiary with and into the Guarantor and other mergers
         not involving the Guarantor, or (iv) the sale of all or any substantial
         part of the assets of, or of the equity interests held by the Guarantor
         in, any Primary Subsidiary so long as in the case of each of the
         matters described in clauses (i) through (iv) above, no Default or
         Event of Default shall have occurred and be continuing or would occur
         as a result thereof. The foregoing to the contrary notwithstanding, the
         Guarantor will not in any event sell, transfer or otherwise dispose of
         capital stock of the Company or permit the merger of the Company into
         any other Person other than the Guarantor if after giving effect
         thereto the Company would no longer be a Subsidiary of the Guarantor or
         would not be the survivor of the merger in question.

         7.3 Loans and Investments. The Guarantor shall not purchase or acquire,
or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company, except for:

         (a) investments in cash equivalents;

         (b) investments by the Guarantor in compliance with all applicable
regulatory requirements;

         (c) investments by the Company in the ordinary course of business
consistent with past practices; and


                                      -41-
<PAGE>   48
         (d) Acquisitions, so long as (i) the acquired entity is in the similar
or related business as the Guarantor and its Subsidiaries and (ii) after giving
effect to the Acquisition, (A) no Default or Event of Default shall have
occurred and be continuing and (B) the Guarantor and the Company would be in
compliance with all financial covenants hereof, calculated on a pro forma basis
at the time of the Acquisition and as if the Acquisition had taken place at the
beginning of the four fiscal quarter period ending as of the last fiscal quarter
end, with the Guarantor providing a certificate with respect thereto.

         7.4 Limitation on Indebtedness. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (a) Indebtedness available pursuant to this Agreement;

                  (b) Indebtedness consisting of Contingent Obligations
         permitted pursuant to Section 7.7;

                  (c) Indebtedness existing on the Closing Date and set forth in
         Schedule 7.4;

                  (d) Indebtedness of the Company in connection with the Credit
         Agreement dated as of August 14, 1997 among the Company, the Guarantor,
         various financial institutions, BofA, as Syndication and Documentation
         Agent, and The Bank of New York, as Administrative Agent; and

                  (e) other Indebtedness of the Company and its Subsidiaries in
         an amount at any time outstanding not in excess of (i) $20,000,000 or
         (ii) $30,000,000 when added to the Contingent Obligations permitted
         pursuant to Section 7.7(c).

         7.5 Transactions with Affiliates. The Guarantor shall not, and shall
not suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Guarantor, except upon fair and reasonable terms no less
favorable to the Guarantor or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Guarantor or such
Subsidiary.

         7.6 Use of Proceeds. The Company shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Company or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, or (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act.

         7.7 Contingent Obligations. The Company shall not, and shall not suffer
or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:

                  (a) endorsements for collection or deposit in the ordinary
         course of business;


                                      -42-
<PAGE>   49
                  (b) Contingent Obligations of the Company and its Subsidiaries
         existing as of the Closing Date and listed in Schedule 7.7;

                  (c) other Contingent Obligations in aggregate amounts not to
         exceed (i) $15,000,000 or (ii) $30,000,000 when added to the
         Indebtedness permitted pursuant to Section 7.4(e), at any time
         outstanding; and

                  (d) Guarantees of Indebtedness of Subsidiaries.

         7.8 Joint Ventures. The Company shall not enter into or permit any
Subsidiary to enter into, any Joint Venture involving an investment by it in
excess of 10% of the Company's net worth (at the time of the proposed Joint
Venture) for all Joint Ventures after the date hereof except Joint Ventures with
its Affiliates.

         7.9 Lease Obligations. The Guarantor shall not, and shall not suffer or
permit any Subsidiary to, create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except for:

                  (a) operating leases entered into by the Guarantor or any
         Subsidiary in the ordinary course of business; and

                  (b) capital leases entered into by the Guarantor or any
         Subsidiary to finance the acquisition of equipment;

         7.10 Restricted Payments. The Guarantor shall not, and shall not suffer
or permit any Subsidiary to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities to
its policy holders or shareholders, except that:

                  (a) the Guarantor and its Insurance Subsidiaries may pay
         policy holder dividends;

                  (b) the Company may make dividends and distributions, payable
         solely in common stock;

                  (c) the Company may in any fiscal quarter pay cash dividends
         and repurchase stock not in excess of its income in such fiscal
         quarter, so long as after giving effect thereto, no Default or Event of
         Default shall have occurred and be continuing; and

                  (d) Any Subsidiary of the Guarantor (other than the Company)
         may pay in any fiscal quarter cash dividends, so long as after giving
         effect thereto, no Default or Event of Default shall have occurred and
         be continuing.

         7.11 ERISA. The Guarantor shall not, and shall not suffer or permit any
of its ERISA Affiliates to: (a) engage in a prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably be expected to result in liability of the Company
in an aggregate amount in excess of $5,000,000 or (b) engage in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.


                                      -43-
<PAGE>   50
         7.12 Change in Business. The Guarantor shall not, and shall not suffer
or permit any Subsidiary to, engage in any material line of business
substantially different from those lines of business carried on by the Guarantor
and its Subsidiaries on the date hereof.

         7.13 Accounting Changes. The Guarantor shall not, and shall not suffer
or permit any Subsidiary to, make any significant change in accounting treatment
or reporting practices, except as required by GAAP or SAP, or change the fiscal
year of the Guarantor or of any Subsidiary.

         7.14 Pari Passu. The Guarantor shall cause the Obligations to rank at
least pari passu with all other senior unsecured Indebtedness of the Guarantor.
The Company shall cause the Obligations to rank at least pari passu with all
other senior unsecured Indebtedness of the Company.

         7.15 Phoenix. The Company shall retain the word "Phoenix" in its name.


         7.16 Subordinated Debt and Preferred Stock. The Company shall not make
any payments, or set aside funds to make payments, on preferred stock or any
Subordinated Debt into which preferred stock is converted; except that the
Company may make regularly scheduled interest and dividend payments thereon so
long as after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing.

         7.17 Capital Expenditures. The Company and its Subsidiaries shall not
make any capital expenditures in excess of $15,000,000 in any fiscal year.

                                  ARTICLE VIII

                         GUARANTOR'S FINANCIAL COVENANTS

         So long as any Bank shall have any Commitments hereunder, or any Loan
or other Obligations shall remain unpaid or unsatisfied, unless the Majority
Banks waive compliance in writing:

         8.1 Guarantor's Minimum Total SAP Adjusted Capital. The Guarantor shall
maintain a Total SAP Adjusted Capital of not less than $900,000,000 plus 50% of
net income (if greater than zero) for each fiscal quarter ending on or after
March 31, 1999.

         8.2 Invested Assets. The Guarantor shall not permit Invested Assets of
the Guarantor and its Primary Insurance Subsidiaries consisting of notes, bonds
and other obligations classified as bonds which bear NAIC Ratings from three to
six, both inclusive, to exceed 7.0% of Net Invested Assets.

         8.3 NAIC Ratings. The Guarantor shall not permit the portion of the
Invested Assets of the Guarantor and its Primary Insurance Subsidiaries
consisting of notes, bonds and other obligations classified as bonds which bear
NAIC Ratings from five to six to exceed 13% of Total SAP Adjusted Capital.

         8.4 Real Estate. The Guarantor shall not permit the portion of the
Invested Assets of the Guarantor and its Primary Insurance Subsidiaries in real
estate, real estate acquired in

                                      -44-
<PAGE>   51
satisfaction of indebtedness (exclusive of such investments of either category
occupied by the Guarantor or its Primary Insurance Subsidiaries for use in their
business) plus mortgage loans on real estate to exceed 32% of Net Invested
Assets.

         8.5 Risk Based Capital. The Guarantor shall maintain a minimum
Risk-Based Capital Ratio of not less than 1.75 to 1.0.

         8.6 Non-Performing Real Estate. The Guarantor shall not permit the book
value of the investment of the Guarantor and its Primary Insurance Subsidiaries
in non-performing real estate under SAP, prior to any reserves or write-offs
with respect thereto, to exceed 30% of Total SAP Adjusted Capital.

         8.7 Indebtedness to Capital. The Guarantor shall not permit the
consolidated Indebtedness of the Guarantor and its Subsidiaries to exceed 75% of
Total SAP Adjusted Capital.

                                   ARTICLE IX

                          COMPANY'S FINANCIAL COVENANTS

         So long as any Bank shall have any Commitments hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, unless the Majority
Banks waive compliance in writing:

         9.1 Shareholders' Equity. The Company shall maintain a minimum
Shareholders' Equity (excluding any preferred shares) of $185,000,000 plus 50%
of net income (if greater than zero) for each quarter ending on or after March
31, 1999.

         9.2 EBITDA to Interest Ratio. The Company shall maintain a ratio of
EBITDA to Interest Expense as at the end of any fiscal quarter for the four
fiscal quarters then ending of not less than 4.0 to 1.0.

         9.3 Total Debt to Capital Ratio. The Company shall maintain a Total
Debt to Capital Ratio of not in excess of the following percentages at any time
during the following periods:
<TABLE>
<CAPTION>

       Percentage                 Periods
       ----------                 -------
<S>                               <C>
       60.0%                      Date hereof through March 31, 2000

       57.5%                      April 1, 2000 through March 31, 2001

       52.5%                      April 1, 2001 and thereafter
</TABLE>


         9.4 Senior Debt to EBITDA Ratio. The Company shall maintain a Senior
Debt to EBITDA Ratio of not in excess of the following amounts during the
following periods:


                                      -45-
<PAGE>   52
<TABLE>
<CAPTION>
       Amount                     Period
       ------                     ------
<S>                               <C>
       3.0 to 1                   Date hereof through March 31, 2000

       2.5 to 1                   April 1, 2000 through March 31, 2001

       2.0 to 1                   April 1, 2001 and thereafter
</TABLE>


                                   ARTICLE X

                                    GUARANTY

         10.1 Guaranty. The Guarantor hereby unconditionally and irrevocably
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Note issued
by the Company pursuant to this Agreement, and the full and punctual payment of
all other Obligations of the Company under this Agreement. Upon failure by the
Company to pay punctually any such amount, the Guarantor shall forthwith on
demand pay the amount not so paid at the place and in the manner specified in
this Agreement.

         10.2 Guaranty Unconditional. The obligations of the Guarantor under
this Article X shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                  (a) any extension, renewal, settlement, compromise, waiver or
         release in respect of any obligation of the Company under this
         Agreement or any Note, by operation of law or otherwise;

                  (b) any modification or amendment of or supplement to this
         Agreement or any Note;

                  (c) any release, impairment, non-perfection or invalidity of
         any direct or indirect security for any obligation of the Company under
         this Agreement or any Note;

                  (d) any change in the corporate existence, structure or
         ownership of the Company or any insolvency, bankruptcy, reorganization
         or other similar proceeding affecting the Company or its assets or any
         resulting release or discharge of any obligation of the Company
         contained in this Agreement or any Note;

                  (e) the existence of any claim, set-off or other right which
         the Guarantor may have at any time against the Company, the
         Administrative Agent, any Bank or any other Person, whether in
         connection herewith or any unrelated transaction, provided that nothing
         herein shall prevent the assertion of any such claim by separate suit
         or compulsory counterclaim;

                  (f) any invalidity or unenforceability relating to or against
         the Company for any reason of this Agreement or any Note, or any
         provision of applicable law or regulation purporting to prohibit the
         payment by the Company of the principal of or

                                      -46-
<PAGE>   53
         interest on any Note or any other amount payable by the Company under
         this Agreement; or

                  (g) any other act or omission to act or delay of any kind by
         the Company, the Administrative Agent, any Bank or any other Person or
         any other circumstance whatsoever which might, but for the provisions
         of this paragraph, constitute a legal or equitable discharge of the
         Company or the Guarantor obligations as guarantor hereunder.

         10.3 Discharge only upon Payment in Full; Reinstatement in Certain
Circumstances. The Guarantor's obligations as guarantor hereunder shall remain
in full force and effect until the Commitments shall have terminated and all
Obligations shall have been paid in full in money. If at any time any payment of
principal, interest or any other amount payable by the Company under this
Agreement or any Note is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
the Guarantor's obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

         10.4 Waiver by the Guarantor. The Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Company or any other Person.

         10.5 Subrogation. Notwithstanding any payment made by or for the
account of the Guarantor pursuant to this Article X, the Guarantor shall not be
subrogated to any right of the Administrative Agent or any Bank until such time
as the Administrative Agent and the Banks shall have received final payment in
cash of the full amount of all Obligations.

         10.6 Stay of Acceleration. If acceleration of the time for payment of
any amount payable by the Company under this Agreement or any Note is stayed
upon the insolvency, bankruptcy or reorganization of the Company, all such
amounts otherwise subject to acceleration under the terms of this Agreement
shall nonetheless be payable by the Guarantor hereunder forthwith on demand by
the Administrative Agent made at the request of the Majority Banks.

                                   ARTICLE XI

                                EVENTS OF DEFAULT

         11.1 Event of Default. Any of the following shall constitute an "Event
of Default":

                  (a) Non-Payment. The Company fails to pay, (i) when and as
         required to be paid herein, any amount of principal of any Loan, or
         (ii) within five days after the same becomes due, any interest, fee or
         any other amount payable hereunder or under any other Loan Document; or

                  (b) Representation or Warranty. Any representation or warranty
         by the Guarantor or any Subsidiary made or deemed made herein, in any
         other Loan Document, or which is contained in any certificate, document
         or financial or other statement by the Guarantor, any Subsidiary, or
         any Responsible Officer of the Guarantor or any

                                      -47-
<PAGE>   54
         Subsidiary, furnished at any time under this Agreement, or in or under
         any other Loan Document, is incorrect in any material respect on or as
         of the date made or deemed made; or

                  (c) Specific Defaults. The Guarantor or the Company, as
         applicable, fails to perform or observe any term, covenant or agreement
         contained in any of Section 6.1, 6.2, 6.3 or 6.9 or in Article VII,
         VIII or IX hereof; or

                  (d) Other Defaults. The Guarantor or the Company fails to
         perform or observe any other term or covenant contained in this
         Agreement or any other Loan Document, and such default shall continue
         unremedied for a period of 20 days after the date upon which written
         notice thereof is given to the Guarantor by the Administrative Agent or
         any Bank; or

                  (e) Cross-Default. The Guarantor or any Subsidiary (i) fails
         to make any payment in respect of any Indebtedness or Contingent
         Obligation having an aggregate principal amount (including undrawn
         committed or available amounts and including amounts owing to all
         creditors under any combined or syndicated credit arrangement) of more
         than $10,000,000 with respect to the Guarantor, or $5,000,000 with
         respect to the Company or any other Subsidiary of the Guarantor, when
         due (whether by scheduled maturity, required prepayment, acceleration,
         demand, or otherwise); or (ii) fails to perform or observe any other
         condition or covenant, or any other event shall occur or condition
         exist, under any agreement or instrument relating to any such
         Indebtedness or Contingent Obligation, if the effect of such failure,
         event or condition is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries of such Indebtedness
         (or a trustee or agent on behalf of such holder or holders or
         beneficiary or beneficiaries) to cause such Indebtedness to be declared
         to be due and payable prior to its stated maturity, or such Contingent
         Obligation to become payable or cash collateral in respect thereof to
         be demanded; or

                  (f) Insolvency; Voluntary Proceedings. The Guarantor or any
         Subsidiary (i) ceases or fails to be solvent, or generally fails to
         pay, or admits in writing its inability to pay, its debts as they
         become due, subject to applicable grace periods, if any, whether at
         stated maturity or otherwise; (ii) voluntarily ceases to conduct its
         business in the ordinary course; (iii) commences any Insolvency
         Proceeding with respect to itself or its property; or (iv) takes any
         action to effectuate or authorize any of the foregoing; or

                  (g) Involuntary Proceedings. (i) Any involuntary Insolvency
         Proceeding is commenced or filed against the Guarantor or any
         Subsidiary or its property, or any writ, judgment, warrant of
         attachment, execution or similar process, is issued or levied against a
         substantial part of the Guarantor's or any Subsidiary's properties, and
         any such proceeding or petition shall not be dismissed, or such writ,
         judgment, warrant of attachment, execution or similar process shall not
         be released, vacated or fully bonded within 60 days after commencement,
         filing or levy; (ii) the Guarantor or any Subsidiary admits the
         material allegations of a petition against it in any Insolvency
         Proceeding, or an order for relief (or similar order under non-U.S.
         law) is ordered in any Insolvency Proceeding; or (iii) the Guarantor or
         any Subsidiary acquiesces in the appointment of a

                                      -48-
<PAGE>   55
         receiver, trustee, custodian, conservator, liquidator, mortgagee in
         possession (or agent therefor), or other similar Person for itself or a
         substantial portion of its property or business; or

                  (h) ERISA. (i) An ERISA Event shall occur with respect to a
         Pension Plan or Multi employer Plan which has resulted or could
         reasonably be expected to result in liability of the Guarantor under
         Title IV of ERISA to the Pension Plan, Multi employer Plan or the PBGC;
         (ii) there exists an Unfunded Pension Liability; or (iii) the Company
         or any ERISA Affiliate shall fail to pay when due, after the expiration
         of any applicable grace period, any installment payment with respect to
         its withdrawal liability under Section 4201 of ERISA under a Multi
         employer Plan; or

                  (i) Monetary Judgments. One or more non-interlocutory
         judgments, non-interlocutory orders, decrees or arbitration awards is
         entered against the Guarantor or any Subsidiary involving in the
         aggregate a liability (to the extent not covered by independent
         third-party insurance as to which the insurer does not dispute
         coverage) as to any single or related series of transactions, incidents
         or conditions, of $10,000,000 or more, and the same shall remain
         unsatisfied, unvacated and unstayed pending appeal for a period of 10
         days after the entry thereof; or

                  (j) Non-Monetary Judgments. Any non-monetary judgment, order
         or decree is entered against the Guarantor or any Subsidiary which does
         or would reasonably be expected to have a Material Adverse Effect, and
         there shall be any period of 10 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (k) Change of Control. There occurs any Change of Control; or

                  (l) Loss of Licenses. Any Governmental Authority revokes or
         fails to renew any material license, permit or franchise of the
         Guarantor or any Subsidiary, or the Guarantor or any Subsidiary for any
         reason loses any material license, permit or franchise, or the
         Guarantor or any Subsidiary suffers the imposition of any restraining
         order, escrow, suspension or impound of funds in connection with any
         proceeding (judicial or administrative) with respect to any material
         license, permit or franchise.

         11.2 Remedies. If any Event of Default occurs, the Administrative Agent
shall, at the request of, or may, with the consent of, the Majority Banks,

                  (a) declare the commitment of each Bank to make Loans to be
         terminated, whereupon such commitments shall be terminated;

                  (b) declare the unpaid principal amount of all outstanding
         Loans, all interest accrued and unpaid thereon, and all other amounts
         owing or payable hereunder or under any other Loan Document to be
         immediately due and payable, without presentment, demand, protest or
         other notice of any kind, all of which are hereby expressly waived by
         the Company; and


                                      -49-
<PAGE>   56
                  (c) exercise on behalf of itself and the Banks all rights and
         remedies available to it and the Banks under the Loan Documents or
         applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 11.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans shall automatically terminate and the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Administrative
Agent or any Bank.

         11.3 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                  ARTICLE XII

                            THE ADMINISTRATIVE AGENT

         12.1 Appointment. Each Bank hereby irrevocably designates and appoints
BofA as the Administrative Agent of such Bank under the Loan Documents and each
Bank hereby irrevocably authorizes the Administrative Agent to take such action
on its behalf under the provisions of the Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of the Loan Documents, together with such powers as are
reasonably incidental thereto. The duties of the Administrative Agent shall be
mechanical and administrative in nature, and, notwithstanding any provision to
the contrary elsewhere in any Loan Document, the Administrative Agent shall not
have any duties or responsibilities other than those expressly set forth
therein, or any fiduciary relationship with, or fiduciary duty to, any Bank, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Loan Documents or otherwise exist against the
Administrative Agent.

         12.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under the Loan Documents by or through agents or attorneys-in-fact
and shall be entitled to rely upon, and shall be fully protected in, and shall
not be under any liability for, relying upon, the advice of counsel concerning
all matters pertaining to such duties.

         12.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with the Loan Documents (except the
Administrative Agent for its own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Banks for any recitals, statements,
representations or warranties made by the Company or the Guarantor or any
officer thereof contained in the Loan Documents or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, the Loan Documents or for the
value, validity, effectiveness, genuineness, perfection, enforceability or
sufficiency of any of the Loan Documents or for any failure of the Company or


                                      -50-
<PAGE>   57
the Guarantor or any other Person to perform its obligations thereunder. The
Administrative Agent shall not be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, the Loan Documents, or to inspect the property,
books or records of the Company or the Guarantor. The Banks acknowledge that the
Administrative Agent shall not be under any duty to take any discretionary
action permitted under the Loan Documents unless the Administrative Agent shall
be instructed in writing to do so by the Majority Banks and such instructions
shall be binding on the Banks and all holders of the Notes; provided, however,
that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or its contrary to law or
any provision of the Loan Documents. The Administrative Agent shall not be under
any liability or responsibility whatsoever, as Administrative Agent, to the
Company or the Guarantor or any other Person as a consequence of any failure or
delay in performance, or any breach, by any Bank of any of its obligations under
any of the Loan Documents.

         12.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, opinion, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by a proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Company or the Guarantor), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent may treat each Bank, or the
Person designated in the last notice filed with it under this Section, as the
holder of all of the interests of such Bank, in its Loans and Notes, until
written notice of transfer, signed by such Bank (or the Person designated in the
last notice filed with the Administrative Agent) and by the Person designated in
such written notice of transfer, in form and substance satisfactory to the
Administrative Agent, shall have been filed with the Administrative Agent. The
Administrative Agent shall not be under any duty to examine or pass upon the
validity, effectiveness, enforceability or genuineness of the Loan Documents or
any instrument, document or communication furnished pursuant thereto or in
connection therewith, and the Administrative Agent shall be entitled to assume
that the same are valid, effective and genuine, have been signed or sent by the
proper parties and are what they purport to be. The Administrative Agent shall
be fully justified in failing or refusing to take any action under the Loan
Documents unless it shall first receive such advice or concurrence of the
Majority Banks as it deems appropriate. The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, under the Loan
Documents in accordance with a request or direction of the Majority Banks, and
such request or direction and any action taken or failure to act pursuant
thereto shall be binding upon all the Banks and all future holders of the Notes.

         12.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received written notice thereof from a Bank,
the Company or the Guarantor. In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall promptly give notice
thereof to the Banks, the Company or the Guarantor. The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall
be directed by the Majority Banks, provided, however, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but

                                      -51-
<PAGE>   58
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem to be in the
best interests of the Banks.

         12.6 Non-Reliance on Administrative Agent and Other Banks. Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereinafter, including any review of the affairs of the
Company or the Guarantor, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Bank. Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any Bank, and based on such documents and information as
it has deemed appropriate made its own evaluation of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Company and the Guarantor and made its own decision to
enter into this Agreement. Each Bank also represents that it will, independently
and without reliance upon the Administrative Agent or any Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, evaluations and decisions in taking or
not taking action under any Loan Document, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Company or the
Guarantor. Except for notices, reports and other documents expressly required to
be furnished to the Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide the
Bank with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of the Company or
the Guarantor which at any time may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

         12.7 Indemnification. Each Bank agrees to indemnify and hold harmless
the Administrative Agent in its capacity as such (to the extent not promptly
reimbursed by the Company or the Guarantor and without limiting the obligation
of the Company or the Guarantor to do so), pro rata according to the aggregate
of the outstanding principal balance of the Loans (or at any time when no Loans
are outstanding, according to its Pro Rata Share), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever including, without
limitation, any amounts paid to the Banks (through the Administrative Agent) by
the Company or the Guarantor pursuant to the terms of the Loan Documents, that
are subsequently rescinded or avoided, or must otherwise be restored or
returned) which may at any time (including, without limitation, at any time
following the payment of the Loans or the Notes) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of the Loan Documents or any other documents contemplated by or referred to
therein or the transactions contemplated thereby or any action taken or omitted
to be taken by the Administrative Agent under or in connection with any of the
foregoing; provided, however, that no Bank shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting solely from the finally adjudicated gross negligence or willful
misconduct of the Administrative Agent. Without limitation of the foregoing,
each Bank agrees to reimburse the Administrative Agent promptly upon demand for
its pro rata share of any unpaid fees owing to the Administrative Agent, and any
costs and expenses (including, without limitation, reasonable fees and expenses
of counsel)

                                      -52-
<PAGE>   59
payable by the Company or the Guarantor under Section 13.4, to the extent that
the Administrative Agent has not been paid such fees or has not been reimbursed
for such costs and expenses, by the Company or the Guarantor. The failure of any
Bank to reimburse the Administrative Agent promptly upon demand for its pro rata
share of any amount required to be paid by the Banks to the Administrative Agent
as provided in this Section shall not relieve any other Bank of its obligation
hereunder to reimburse the Administrative Agent for its pro rata share of such
amount, but no Bank shall be responsible for the failure of any other Bank to
reimburse the Administrative Agent for such other Bank's pro rata share of such
amount. If after having been indemnified or reimbursed by the Banks as provided
by this Section, the Administrative Agent shall have received payment from the
obligor in respect of the obligation or liability for which it received such
indemnification or reimbursement from the Banks, the Administrative Agent shall
disburse to the Banks an amount equal to the amount of the payment so received
on a pro rata basis. The agreements in this Section shall survive the
termination of the Commitments of all of the Banks, and the payment of all
amounts payable under the Loan Documents.

         12.8 Administrative Agent in Its Individual Capacity. BofA and its
affiliates may make secured or unsecured loans to, accept deposits from, issue
letters of credit for the account of, act as trustee under indentures of, and
generally engage in any kind of business with, the Company or the Guarantor as
though BofA were not an Agent hereunder and NationsBanc Montgomery Securities
LLC did not arrange the transactions contemplated hereby. With respect to the
Commitment made or renewed by BofA and the Note issued to BofA, BofA shall have
the same rights and powers under the Loan Documents as any Bank and may exercise
the same as though it were not the Administrative Agent, and the terms "Bank"
and "Banks" shall in each case include BofA.

         12.9 Successor Administrative Agent. If at any time the Administrative
Agent deems it advisable, in its sole discretion, it may submit to the Banks a
written notice of its resignation as Administrative Agent under the Loan
Documents, such resignation to be effective upon the earlier of (i) the written
acceptance of the duties of the Administrative Agent under the Loan Documents by
a successor Administrative Agent and (ii) on the 30th day after the date of such
notice. Upon any such resignation, the Majority Banks shall have the right to
appoint from among the Banks a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Banks and
accepted such appointment in writing within 30 days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Bank, appoint a successor
Administrative Agent, which successor Administrative Agent shall be a commercial
bank organized under the laws of the United States or any State thereof and
having a combined capital, surplus, and undivided profits of at least
$100,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent's rights, powers, privileges and duties as Administrative
Agent under the Loan Documents shall be terminated. The Company, the Guarantor
and the Banks shall execute such documents as shall be necessary to effect such
appointment. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of the Loan Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it, and any amounts
owing to it, while it was

                                      -53-
<PAGE>   60
Administrative Agent under the Loan Documents. If at any time there shall not be
a duly appointed and acting Administrative Agent, the Company and the Guarantor
agree to make each payment due under the Loan Documents directly to the Banks
entitled thereto during such time.

         12.10 Syndication Agent and Documentation Agent. None of the Banks
identified on the facing page or signature pages of this Agreement as a
"syndication agent" or "documentation agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Banks as such. Without limiting the foregoing, none of
the Banks so identified as a "co-agent" or "lead manager" shall have or be
deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges
that it has not relied, and will not rely, on any of the Banks so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Guarantor or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Majority Banks
(or by the Administrative Agent at the written request of the Majority Banks)
and the Company and acknowledged by the Administrative Agent, and then any such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such waiver,
amendment, or consent shall, unless in writing and signed by all the Banks, the
Company and the Guarantor and acknowledged by the Administrative Agent, do any
of the following:

                  (a) increase or extend the Commitment of any Bank (or
         reinstate any Commitment terminated pursuant to Section 11.2);

                  (b) postpone or delay any date fixed by this Agreement or any
         other Loan Document for any payment of principal, interest, fees or
         other amounts due to the Banks (or any of them) hereunder or under any
         other Loan Document;

                  (c) reduce the principal of, or the rate of interest specified
         herein on any Loan, or (subject to clause (ii) below) any fees or other
         amounts payable hereunder or under any other Loan Document;

                  (d) change the percentage of the Commitments or of the
         aggregate unpaid principal amount of the Loans which is required for
         the Banks or any of them to take any action hereunder; or

                  (e) amend this Section, or Section 2.14, or any provision
         herein providing for consent or other action by all Banks;

                  (f) amend or terminate any guaranty including the guaranty
         pursuant to Article X;


                                      -54-
<PAGE>   61
and, provided further, that no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Majority Banks
or all the Banks, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document.

         13.2 Notices. (a) All notices, requests and other communications shall
be in writing (including, unless the context expressly otherwise provides, by
facsimile transmission, provided that any matter transmitted by the Company or
the Guarantor by facsimile (i) shall be immediately confirmed by a telephone
call to the recipient at the number specified on Schedule 13.2, and (ii) shall
be followed promptly by delivery of a hard copy original thereof) and mailed,
faxed or delivered, to the address or facsimile number specified for notices on
Schedule 13.2; or, as directed to the Guarantor, the Company or the
Administrative Agent, to such other address as shall be designated by such party
in a written notice to the other parties, and as directed to any other party, at
such other address as shall be designated by such party in a written notice to
the Guarantor, the Company and the Administrative Agent.

                  (b) All such notices, requests and communications shall, when
         transmitted by overnight delivery, or faxed, be effective when
         delivered for overnight (next-day) delivery, or transmitted in legible
         form by facsimile machine, respectively, or if mailed, upon the third
         Business Day after the date deposited into the U.S. mail, or if
         delivered, upon delivery; except that notices pursuant to Article II or
         XII shall not be effective until actually received by the
         Administrative Agent.

                  (c) Any agreement of the Administrative Agent and the Banks
         herein to receive certain notices by telephone or facsimile is solely
         for the convenience and at the request of the Company. The
         Administrative Agent and the Banks shall be entitled to rely on the
         authority of any Person purporting to be a Person authorized by the
         Company to give such notice and the Administrative Agent and the Banks
         shall not have any liability to the Company or other Person on account
         of any action taken or not taken by the Administrative Agent or the
         Banks in reliance upon such telephonic or facsimile notice. The
         obligation of the Company to repay the Loans shall not be affected in
         any way or to any extent by any failure by the Administrative Agent and
         the Banks to receive written confirmation of any telephonic or
         facsimile notice or the receipt by the Administrative Agent and the
         Banks of a confirmation which is at variance with the terms understood
         by the Administrative Agent and the Banks to be contained in the
         telephonic or facsimile notice.

         13.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

         13.4 Costs and Expenses. The Guarantor and the Company, jointly and
severally shall:

                  (a) whether or not the transactions contemplated hereby are
         consummated, pay or reimburse BofA within five Business Days after
         demand (subject to subsection

                                      -55-
<PAGE>   62
         4.1(a)(v)) for all costs and expenses incurred by BofA in connection
         with the development, preparation, delivery, administration and
         execution of, and any amendment, supplement, waiver or modification to
         (in each case, whether or not consummated), this Agreement, any Loan
         Document and any other documents prepared in connection herewith or
         therewith, and the consummation of the transactions contemplated hereby
         and thereby, including reasonable Attorney Costs incurred by BofA with
         respect thereto; and

                  (b) pay or reimburse each Agent, the Arranger and each Bank
         within five Business Days after demand (subject to subsection
         4.1(a)(v)) for all costs and expenses (including reasonable Attorney
         Costs) incurred by them in connection with the enforcement, attempted
         enforcement, or preservation of any rights or remedies under this
         Agreement or any other Loan Document during the existence of an Event
         of Default or after acceleration of the Loans (including in connection
         with any "workout" or restructuring regarding the Loans, and including
         in any Insolvency Proceeding or appellate proceeding).

         13.5 Indemnity. Whether or not the transactions contemplated hereby are
consummated, the Guarantor and the Company, jointly and severally, shall
indemnify and hold the Agent-Related Persons, and each Bank and each of its
respective officers, directors, employees, counsel, agents and attorneys-in-fact
(each, an "Indemnified Person") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including Attorney Costs) of any
kind or nature whatsoever which may at any time (including at any time following
repayment of the Loans and the termination, resignation or replacement of the
Administrative Agent or replacement of any Bank) be imposed on, incurred by or
asserted against any such Person in any way relating to or arising out of this
Agreement or any document contemplated by or referred to herein, or the
transactions contemplated hereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided, that the Guarantor and the Company shall have no
obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities resulting solely from the gross negligence or willful misconduct of
such Indemnified Person; and provided, further, that the Indemnified Persons
shall, at the Company's request, only use one counsel among them unless any such
Indemnified Person determines in its sole discretion that its interests may
differ from any other Indemnified Person. The agreements in this Section shall
survive payment of all other Obligations.

         13.6 Payments Set Aside. To the extent that the Company or the
Guarantor makes a payment to the Administrative Agent or the Banks, or the
Administrative Agent or the Banks exercise their right of set-off, and such
payment or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Bank in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any Insolvency Proceeding or otherwise, then (a) to
the extent of such recovery the obligation or

                                      -56-
<PAGE>   63
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such set-off
had not occurred, and (b) each Bank severally agrees to pay to the
Administrative Agent upon demand its pro rata share of any amount so recovered
from or repaid by the Administrative Agent.

         13.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Guarantor and the Company may not assign
or transfer any of its rights or obligations under this Agreement without the
prior written consent of the Administrative Agent and each Bank.

         13.8 Assignments, Participations, etc. (a) Any Bank may, with the
written consent of the Company at all times other than during the existence of
an Event of Default, and the Administrative Agent, which consents shall not be
unreasonably withheld, at any time assign and delegate to one or more Eligible
Assignees (provided that no written consent of the Company or the Administrative
Agent shall be required in connection with any assignment and delegation by a
Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an
"Assignee") all, or any ratable part of all, of the Loans, the Commitments and
the other rights and obligations of such Bank hereunder, in a minimum amount
such that the Assignee after giving effect to such assignment shall hold at
least $10,000,000 of the Commitments (or if less the aggregate amount of the
Commitments of the Bank so assigning); provided, however, that the Company and
the Administrative Agent may continue to deal solely and directly with such Bank
in connection with the interest so assigned to an Assignee until (i) written
notice of such assignment, together with payment instructions, addresses and
related information with respect to the Assignee, shall have been given to the
Company and the Administrative Agent by such Bank and the Assignee; (ii) such
Bank and its Assignee shall have delivered to the Company and the Administrative
Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and
Acceptance") together with any Note or Notes subject to such assignment and
(iii) the assignor Bank or Assignee has paid to the Administrative Agent a
processing fee in the amount of $3,500 (such processing fee to be payable,
without limitation, in connection with assignments from a Bank to another Bank).

                  (b) From and after the date that the Administrative Agent
         notifies the assignor Bank that it has received (and provided its
         consent with respect to) an executed Assignment and Acceptance and
         payment of the above-referenced processing fee, (i) the Assignee
         thereunder shall be a party hereto and, to the extent that rights and
         obligations hereunder have been assigned to it pursuant to such
         Assignment and Acceptance, shall have the rights and obligations of a
         Bank under the Loan Documents, and (ii) the assignor Bank shall, to the
         extent that rights and obligations hereunder and under the other Loan
         Documents have been assigned by it pursuant to such Assignment and
         Acceptance, relinquish its rights and be released from its obligations
         under the Loan Documents.

                  (c) Within five Business Days after its receipt of notice by
         the Administrative Agent that it has received an executed Assignment
         and Acceptance and payment of the processing fee, (and provided that it
         consents to such assignment in accordance with subsection 13.8(a)), the
         Company shall execute and deliver to the Administrative Agent, a new
         Note evidencing such Assignee's assigned Loans and Commitment and, if
         the

                                      -57-
<PAGE>   64
         assignor Bank has retained a portion of its Loans and its Commitment, a
         replacement Note in the principal amount of the Loans retained by the
         assignor Bank (such Note to be in exchange for, but not in payment of,
         the Note held by such Bank). Immediately upon each Assignee's making
         its processing fee payment under the Assignment and Acceptance, this
         Agreement shall be deemed to be amended to the extent, but only to the
         extent, necessary to reflect the addition of the Assignee and the
         resulting adjustment of the Commitments arising therefrom. The
         Commitment allocated to each Assignee shall reduce such Commitment of
         the assigning Bank pro tanto.

                  (d) Any Bank may at any time sell to one or more commercial
         banks or other Persons not Affiliates of the Company (a "Participant")
         participating interests in any Loans, the Commitment of that Bank and
         the other interests of that Bank (the "originating Bank") hereunder and
         under the other Loan Documents; provided, however, that (i) the
         originating Bank's obligations under this Agreement shall remain
         unchanged, (ii) the originating Bank shall remain solely responsible
         for the performance of such obligations, (iii) the Company and the
         Administrative Agent shall continue to deal solely and directly with
         the originating Bank in connection with the originating Bank's rights
         and obligations under this Agreement and the other Loan Documents, and
         (iv) no Bank shall transfer or grant any participating interest under
         which the Participant has rights to approve any amendment to, or any
         consent or waiver with respect to, this Agreement or any other Loan
         Document, except to the extent such amendment, consent or waiver would
         require unanimous consent of the Banks as described in the first
         proviso to Section 13.1. In the case of any such participation, the
         Participant shall be entitled to the benefit of Sections 3.1, 3.3 and
         13.5 as though it were also a Bank hereunder, and not have any rights
         under this Agreement, or any of the other Loan Documents, and all
         amounts payable by the Company hereunder shall be determined as if such
         Bank had not sold such participation; except that, if amounts
         outstanding under this Agreement are due and unpaid, or shall have been
         declared or shall have become due and payable upon the occurrence of an
         Event of Default, each Participant shall be deemed to have the right of
         set-off in respect of its participating interest in amounts owing under
         this Agreement to the same extent as if the amount of its participating
         interest were owing directly to it as a Bank under this Agreement.

                  (e) Notwithstanding any other provision in this Agreement, any
         Bank may at any time create a security interest in, or pledge, all or
         any portion of its rights under and interest in this Agreement and the
         Note held by it in favor of any Federal Reserve Bank in accordance with
         Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section
         203.14, and such Federal Reserve Bank may enforce such pledge or
         security interest in any manner permitted under applicable law.

         13.9 Confidentiality. Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Guarantor or any Subsidiary,
or by any Agent or the Arranger on such Guarantor's or Subsidiary's behalf,
under this Agreement or any other Loan Document, and neither it nor any of its
Affiliates shall use any such information other than in connection with or in
enforcement of this Agreement and the other Loan Documents or in connection with
other business now or

                                      -58-
<PAGE>   65
hereafter existing or contemplated with the Guarantor or any Subsidiary; except
to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Bank, or (ii) was or becomes
available on a non-confidential basis from a source other than the Guarantor or
the Company, provided that such source is not bound by a confidentiality
agreement with the Guarantor or the Company known to the Bank; provided,
however, that any Bank may disclose such information (A) at the request or
pursuant to any requirement of any Governmental Authority to which the Bank is
subject or in connection with an examination of such Bank by any such authority;
(B) pursuant to subpoena or other court process; (C) when required to do so in
accordance with the provisions of any applicable Requirement of Law; (D) to the
extent reasonably required in connection with any litigation or proceeding to
which the Administrative Agent, any Bank or their respective Affiliates may be
party; (E) to the extent reasonably required in connection with the exercise of
any remedy hereunder or under any other Loan Document; (F) to such Bank's
independent auditors and other professional advisors; (G) to any Participant or
Assignee, actual or potential, provided that such Person agrees in writing to
keep such information confidential to the same extent required of the Banks
hereunder; (H) as to any Bank or its Affiliate, as expressly permitted under the
terms of any other document or agreement regarding confidentiality to which the
Guarantor or any Subsidiary is party or is deemed party with such Bank or such
Affiliate; and (I) to its Affiliates.

         13.10 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Company or the Guarantor, any such notice being waived by
the Company and the Guarantor to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held by, and other indebtedness at any time owing by, such
Bank to or for the credit or the account of the Company or the Guarantor against
any and all Obligations owing to such Bank by the Company or the Guarantor, as
applicable, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Bank shall have made demand under this Agreement or
any Loan Document and although such Obligations may be contingent or unmatured.
Each Bank agrees promptly to notify the Company and the Administrative Agent
after any such set-off and application made by such Bank; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.

         13.11 Automatic Debits of Fees. With respect to any fee, or any other
cost or expense (including Attorney Costs) due and payable to the Agents, BofA,
BNY or Deutsche or the Arranger under the Loan Documents, the Company hereby
irrevocably authorizes BNY, Deutsche and BofA to debit any deposit account of
the Company with BNY, Deutsche or BofA in an amount such that the aggregate
amount debited from all such deposit accounts does not exceed such fee or other
cost or expense. If there are insufficient funds in such deposit accounts to
cover the amount of the fee or other cost or expense then due, such debits will
be reversed (in whole or in part, in BofA's, BNY's or Deutsche's sole
discretion) and such amount not debited shall be deemed to be unpaid. No such
debit under this Section shall be deemed a set-off.

         13.12 Notification of Addresses, Lending Offices, Etc. Each Bank shall
notify the Administrative Agent in writing of any changes in the address to
which notices to the Bank should be directed, of addresses of any Lending
Office, of payment instructions in respect of all

                                      -59-
<PAGE>   66
payments to be made to it hereunder and of such other administrative information
as the Administrative Agent shall reasonably request.

         13.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         13.14 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         13.15 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Guarantor, the Company,
the Banks, the Agents and the Agent-Related Persons, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents.

         13.16 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK; PROVIDED THAT THE AGENTS AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF
         THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
         OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
         THE GUARANTOR, THE COMPANY, THE AGENTS AND THE BANKS CONSENTS, FOR
         ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
         JURISDICTION OF THOSE COURTS. EACH OF THE GUARANTOR, THE COMPANY, THE
         AGENTS AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
         OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
         CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
         ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
         OR ANY DOCUMENT RELATED HERETO. THE GUARANTOR, THE COMPANY, THE AGENTS
         AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
         OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW
         YORK LAW.

         13.17 Waiver of Jury Trial. THE GUARANTOR, THE COMPANY, THE BANKS AND
THE AGENTS EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE

                                      -60-
<PAGE>   67
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
THE GUARANTOR, THE COMPANY, THE BANKS AND THE AGENTS EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

         13.18 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Guarantor,
the Company, the Banks and the Agents, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.


                                      -61-
<PAGE>   68
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        PHOENIX INVESTMENT PARTNERS, LTD



                                        By: /s/ William R. Moyer
                                           ------------------------------
                                            William R. Moyer


                                        Title: Senior Vice President &
                                               Chief Financial Officer


                                      S-1
<PAGE>   69
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        PHOENIX HOME LIFE MUTUAL
                                        INSURANCE COMPANY



                                        By: /s/ Raymond E. Cummings
                                           ------------------------------
                                           Raymond E. Cummings


                                        Title: Treasurer


                                      S-2
<PAGE>   70
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                         BANK OF AMERICA NATIONAL TRUST
                                         AND SAVINGS ASSOCIATION, as
                                         Administrative Agent



                                        By: /s/ Elizabeth W.F. Bishop
                                           ------------------------------
                                           Elizabeth W.F. Bishop

                                        Title: Vice President


                                      S-3
<PAGE>   71
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                         BANK OF AMERICA NATIONAL TRUST
                                         AND SAVINGS ASSOCIATION, as a
                                         Bank



                                        By: /s/ Elizabeth W.F. Bishop
                                           ------------------------------
                                           Elizabeth W.F. Bishop

                                        Title: Vice President

                                      S-4
<PAGE>   72
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        DEUTSCHE BANK AG, New York branch,
                                        as Syndication Agent


                                        By: /s/ George Korchowsky
                                           ------------------------------
                                           George Korchowsky

                                        Title: Vice President

                                      S-5
<PAGE>   73
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                         DEUTSCHE BANK AG, New York branch,
                                         and/or Cayman Islands branch as a Bank



                                        By: /s/ George W. Korchowsky
                                           ------------------------------
                                           George W. Korchowsky

                                        Title: Vice President


                                      S-6
<PAGE>   74
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                    THE BANK OF NEW YORK, as
                                    Documentation Agent




                                        By: /s/ Scott H. Buitekant
                                           ------------------------------
                                           Scott H. Buitekant

                                        Title: Vice President

                                      S-7
<PAGE>   75
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                      THE BANK OF NEW YORK, as a Bank




                                        By: /s/ Scott H. Buitekant
                                           ------------------------------
                                           Scott H. Buitekant

                                        Title: Vice President




                                      S-8
<PAGE>   76
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                    FLEET NATIONAL BANK, as a Bank





                                        By: /s/ Elizabeth Shelley
                                           ------------------------------
                                           Elizabeth Shelley

                                        Title: Vice President

                                      S-9
<PAGE>   77
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        BANK OF MONTREAL, as a Bank




                                        By: /s/ Bruce A. Pietka
                                           ------------------------------
                                           Bruce A. Pietka

                                        Title: Director

                                      S-10
<PAGE>   78
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        SUNTRUST BANK, ATLANTA, as a Bank





                                        By: /s/ Jennifer Harrelson
                                           ------------------------------
                                           Jennifer Harrelson

                                        Title: Vice President



                                      S-11
<PAGE>   79
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                      STATE STREET BANK AND TRUST
                                      COMPANY, as a Bank




                                        By: /s/ Edward M. Anderson
                                           ------------------------------
                                           Edward M. Anderson

                                        Title: Vice President


                                      S-12
<PAGE>   80
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                     BANKBOSTON, N.A., as a Bank




                                        By: /s/ Charles A. Garrity
                                           ------------------------------
                                           Charles A. Garrity

                                        Title: Vice President



                                      S-13
<PAGE>   81
                                  SCHEDULE 1.1

                                PRICING SCHEDULE


<TABLE>
<CAPTION>
====================================================================================================================
                                                          APPLICABLE
   S&P RATING/MOODY'S RATING OF GUARANTOR                 MARGIN FOR
                                                    EURODOLLAR RATE LOANS               APPLICABLE FEE RATE
--------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                                <C>
                   AA/Aa2                                   0.22%                              0.08%
--------------------------------------------------------------------------------------------------------------------
                   AA-/Aa3                                  0.26%                              0.09%
--------------------------------------------------------------------------------------------------------------------
                    A+/A1                                   0.30%                              0.10%
--------------------------------------------------------------------------------------------------------------------
                    A/A2                                    0.34%                              0.11%
--------------------------------------------------------------------------------------------------------------------
               A-/A3 or lower                               0.375%                             0.125%
====================================================================================================================
</TABLE>

         Initially, the Applicable Margin for Eurodollar Rate Loans and the
Applicable Fee Rate shall be 0.26% and 0.09%, respectively. The Applicable
Margin and the Applicable Fee Rate shall be adjusted concurrently with any
change in the Rating of the Guarantor. In the event of a split between the
Moody's Rating and the S&P Rating, the higher Applicable Margin and Applicable
Fee Rate shall be applicable.
<PAGE>   82
                                  SCHEDULE 2.1

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                      BANK                                 COMMITMENTS                   PRO RATA SHARE
------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                            <C>
Bank of America National Trust and Savings                 $30,000,000                      17.14286%
Association
------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG, New York Branch and/or Cayman            $27,500,000                      15.71429%
Island Branch
------------------------------------------------------------------------------------------------------------------
The Bank of New York                                       $27,500,000                      15.71429%
------------------------------------------------------------------------------------------------------------------
Fleet National Bank                                        $22,500,000                      12.85714%
------------------------------------------------------------------------------------------------------------------
Bank of Montreal                                           $22,500,000                      12.85714%
------------------------------------------------------------------------------------------------------------------
Bank Boston, N.A.                                          $15,000,000                      8.57143%
------------------------------------------------------------------------------------------------------------------
State Street Bank and Trust Company                        $15,000,000                      8.57143%
------------------------------------------------------------------------------------------------------------------
SunTrust Bank, Atlanta                                     $15,000,000                      8.57143%
------------------------------------------------------------------------------------------------------------------
TOTAL                                                     $175,000,000                       100.0%
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   83
                                  SCHEDULE 5.5


                                   Litigation

                                      NONE
<PAGE>   84
                                  SCHEDULE 5.7


                                      ERISA

                                      NONE
<PAGE>   85
                                  SCHEDULE 5.11


                              Permitted Liabilities

         None, other than as contained in the footnotes to the financial
statements referred to in Section 5.11(b).
<PAGE>   86
                                  SCHEDULE 5.12


                              Environmental Matters

                                      NONE
<PAGE>   87
                                  SCHEDULE 5.16


                       Subsidiaries and Minority Interests

Subsidiaries of Guarantor

Phoenix Home Life Mutual Insurance Company
    Connecticut River Discovery Center Foundation, Inc. (0%)
    Phoenix Foundation (0%)
    PM Holdings, Inc. (100%)
        Aberdeen Asset Management PLC (16%)
        Adriaen's Landing Management Company, LLC (100%)
        American Phoenix Corporation (85%)
                 American Brokerage Corporation of Philadelphia (96.25%)
                 American Phoenix Corporation of Connecticut (73.84%)
                          GLB Advisers, Inc. (100%)
                 American Phoenix Corporation of Maryland (100%)
                          Poor, Bowen, Bartlett & Kennedy of PA, Inc. (51%)
                 American Phoenix Corporation of Miami (85%)
                 American Phoenix Corporation of Northern New Jersey (formerly
                      American Phoenix Insurance Agency, Inc. (NJ) (100%)
                        Giaconia Life Associates, Inc. (100%)
                 American Phoenix Corporation of Orlando (100%)
                 American Phoenix Corporation of Western New York (94.44%)
                 American Phoenix Insurance Agency of Chambersburg, Inc.
                      (formerly known as McDowell Insurance, Inc.) (87.4%)
                 American Phoenix Insurance Agency of Georgia, Inc. (100%)
                 American Phoenix Insurance Agency of Massachusetts, Inc.
                      (formerly known as Caddell & Byers Insurance Agency) (80%)
                 American Phoenix Insurance Agency, Inc.  (100%)
                 Howard Hall Agency, Inc. (100%)
                 Kalvin-Miller Holdings, Ltd. (100%)
                          American Phoenix Corporation of New York (100%)
                                  Kalvin-Miller Life Consultants, Inc. (100%)
                                       Kalvin-Miller Consulting Group, Inc.
                                         (100%)
                                  KAMMSAC International, Ltd. (100%)
                                  Property Owners & Managers Purchasing Group,
                                     Inc. (100%)
                 Lees Preston Fairy (Holdings) Ltd. (63.02%)
                 McCay Corporation (81.39%)
                          Ashurst Processing Agency, Inc. (100%)
                          McCay Benefits Corporation (100%)
                 Nicholas & Cannon Agency, Inc. (100%)
                 Premium Funding Associates Inc. (100%)
                 Premium Funding Associates of New York, Inc. (100%)
                 The Managing Agency Group, Inc. (100%)
<PAGE>   88
        American Phoenix Life and Reassurance Company (100%)
                 APLAR Services, Ltd. (100%)
                 Phoenix Life and Reassurance Company of New York (100%)
        Emprendimiento Compatido, S.A. (35%)
        Financial Administrative Services (TPA License Info only!) (%)
        Financial Administrative Services, Inc. (100%)
        HLI Management Corporation (100%)
        PHL Associates, Inc. (100%)
                 PHL Associates Insurance Agency of AL, Inc. (100%)
                 PHL Associates Insurance Agency of MA, Inc. (100%)
                 PHL Associates Insurance Agency of MS, P.C. (%)
                 PHL Associates Insurance Agency of NM, Inc. (100%)
                 PHL Associates Insurance Agency of OH, Inc. (%)
                 PHL Associates of Texas, Inc. (%)
        PHL Global Holding Company (100%)
                 Phoenix Global Solutions (India), Pvt. Ltd. (100%)
        PHL Variable Insurance Company (100%)
        Phoenix-Aberdeen International Advisors, LLC (50%)
        Phoenix Founders Inc. (100%)
                 238 Columbus Blvd., Inc. (100%)
                 Phoenix Realty Equity Investments, Inc. (100%)
                 Phoenix Realty Investors, Inc. (100%)
        Phoenix Global Solutions, Inc. (100%)
        Phoenix Group Holdings, Inc. (100%)
                 Clinical Disability Management, Inc. (100%)
                 Phoenix American Life Insurance Company (100%)
                 Phoenix Dental Services, Inc. (100%)
                          California Benefits Dental Plan (100%)
                 Phoenix Group Services, Inc. (100%)
        Phoenix International Capital Corporation (formerly, Phoenix Strategic
             Capital Corporation) (100%)
                 Phoenix Strategic Capital Corporation (100%)
                 PractiCare, Inc. (100%)
        Phoenix Investment Partners, Ltd. (60%)
                 CBO Investments Co. (100%)
                 DP Holdings, Ltd. (100%)
                 DPCM Holdings, Inc. (100%)
                 Duff & Phelps Investment Management Co. (100%)
                          DPIM Inc. (100%)
                          Phoenix Duff & Phelps Investment Advisers (100%)
                 National Securities & Research Corporation (100%)
                 Phoenix Equity Planning Corporation (100%)
                          Phoenix Investment Counsel, Inc. (100%)
                 Windy City Investments Co. (100%)
                 Seneca capital Management LLC (74.9%)
<PAGE>   89
                 IPWC CBO Corporation (100%)
                 Zweig/Glaser Advisers LLC
                          Zweig/Advisers, Inc.
                          Zweig/Glaser Advisers
                                Euclid Advisers LLC
                          Zweig Total Return Advisers, Inc.
                 Zweig Securities Corp.
        Phoenix Life and Annuity Company (100%)
        Phoenix Life Insurance Company (100%)
        Phoenix National Insurance Company (formerly Community National
             Assurance Company) (100%)
        Phoenix Real Estate Securities Inc. (100%)
        Phoenix Realty Group, Inc. (100%)
        Phoenix Realty Advisors, Inc. (100%)
                 Phoenix Corporate Services, LLC (55%)
                 Pinnacle Realty Management Company, Inc. (50%)
        Phoenix Realty Securities, Inc. (100%)
        Phoenix Shell Company, Inc. (formerly WorkPlus.com Inc.) (100%)
        Phoenix Variable Advisors, Inc. (0%)
        PM Trust Holding Company (100%)
                 Charter Holding Corp. (80%)
                          Charter New England Agency, Inc. (100%)
                          Charter Trust Company (100%)
                 Phoenix Charter Oak Trust Company (100%)
        PML International Insurance Limited (100%)
        The Webbist Inc. (100%)
        WorkPlus Insurance Services Inc. (formerly PHOENIXLINK Insurance
             Services Inc.)(100%)
                 WorkPlus Insurance Agency of AL, Inc. (formerly known as
                      PHOENIXLINK Insurance Agency of AL, Inc.) (100%)
                 WorkPlus Insurance Agency of MA, Inc. (formerly PHOENIXLINK
                      Insurance Agency of MA, Inc.) (100%)
                 WorkPlus Insurance Services of Hawaii, Inc. (formerly WorkPlus
                      Insurance Services of Hawaii, Inc.) (100%)
                 WorkPlus Insurance Services of NM, Inc. (formerly PHOENIXLINK
                      Insurance Services of NM, Inc.) (100%)
                 WP Insurance Services Inc. of Texas (formerly PHOENIXLINK
                      Insurance Services of TX, Inc.) (100%)
        Worldwide Phoenix Limited (100%)
                 American Phoenix Investments Limited (100%)
                 PHOENIXLINK Investments Inc. (Worldwide Phoenix Offshore, Inc.)
                      (100%)
        W.S. Griffith & Co., Inc. (100%)
                 W.S. Griffith Insurance Agency of AL, Inc. (100%)
                 W.S. Griffith Insurance Agency of MA, Inc. (100%)
                 W.S. Griffith Insurance Agency of MS, P.C. (0%)
<PAGE>   90
                 W.S. Griffith Insurance Agency of NM, Inc. (100%)
                 W.S. Griffith Insurance Agency of OH, Inc. (100%)
                 W.S. Griffith Insurance Agency of TX, Inc. (0%)


                           SUBSIDIARIES OF THE COMPANY

         IN THE FOLLOWING LIST OF SUBSIDIARIES OF THE COMPANY, THOSE COMPANIES
WHICH ARE INDENTED REPRESENT SUBSIDIARIES OF THE CORPORATION UNDER WHICH THEY
ARE INDENTED. EXCEPT AS OTHERWISE INDICATED, 100% OF THE VOTING STOCK OF EACH OF
THE SUBSIDIARIES LISTED BELOW IS OWNED OF RECORD OR BENEFICIALLY BY ITS
INDICATED PARENT.

        CBO Investments Co. (100%)
        DP Holdings Ltd. (100%)
        DPCM Holdings, Inc.(100%)
        Duff & Phelps Investment Management Co. (100%)
                          DPIM Inc. (100%)
                          Phoenix Duff & Phelps Investment Advisers (100%)
        National Securities & Research Corporation (100%)
        Phoenix Equity Planning Corporation (100%)
                 Phoenix Investment Counsel, Inc. (100%)
        Windy City Investments Co. (100%)
        Seneca Capital Management LLC (74.9%)
        IPWC CBO Corporation (100%)
        Zweig/Glaser Advisers LLC
                 Zweig/Advisers, Inc.
                 Zweig/Glaser Advisers
                          Euclid Advisers LLC
                 Zweig Total Return Advisers, Inc.
                 Zweig Securities Corp.
<PAGE>   91
                                  SCHEDULE 5.17


                                Insurance Matters

                                      NONE
<PAGE>   92
                                  SCHEDULE 7.1


                                 Permitted Liens

                                      NONE
<PAGE>   93
                                  SCHEDULE 7.4


                             Permitted Indebtedness

Loan from Phoenix Home Life Mutual Insurance Company in the original principal
amount of $75,000,000 due March 22, 1999.

Note payable to a former shareholder of Pasadena Capital Corporation in the
amount of $1,781,525 due June 30, 2001.

Note payable resulting from a prior acquisition made by Roger Engemann and
Associates in the amount of $900,000 due December 31, 2001.
<PAGE>   94
                                  SCHEDULE 7.7


                             Contingent Obligations

                                      NONE
<PAGE>   95
                                  SCHEDULE 13.2


                    EURODOLLAR AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES


BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
      as Administrative Agent


Bank of America National Trust
and Savings Association
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Lizet Flores

Telephone: (312) 828-6642
Facsimile: (312) 987-0889

DEUTSCHE BANK AG, NEW YORK BRANCH
      as Syndication Agent


Deutsche Bank AG, New York Branch
31 West 52nd Street
New York, New York 10019
Attention: Susan Maros

Telephone: (212) 469-8104
Facsimile:

THE BANK OF NEW YORK,
      as Documentation Agent


The Bank of New York
One Wall Street
New York, New York 10286
Attention: Melanie Shorofsky

Telephone:(212) 635-6482
Facsimile:(212) 809-9520

With A Copy To:

William Fahey
The Bank of New York
<PAGE>   96
One Wall Street
New York, New York 10286

Telephone: (212) 635-4690
Facsimile: (212) 635-6365

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
      as a Bank


Domestic and Eurodollar Lending Office:
231 S. LaSalle Street
Chicago, Illinois 60697
Attention: Denise Stewart

Telephone: (312) 828-6552
Facsimile: (312) 974-9626

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

231 S. LaSalle Street
Chicago, Illinois 60697
Attention: Elizabeth Bishop

Telephone: (312) 828-6550

DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLAND BRANCH
      as a Bank


Domestic and Eurodollar
      Lending Office:


Deutsche Bank AG, New York Branch and/or Cayman Island Branch
31 West 52nd Street
New York, New York 10019
Attention: Cheryl Mandelbaum

Telephone: (212) 469-4092
Facsimile: (212) 469-4138

Notice (other than Borrowing notices and Notices of Conversion/Continuation):

Deutsche Bank AG, New York Branch and/or Cayman Island Branch
31 West 52nd Street


                                     13-2-2
<PAGE>   97
New York, New York 10019
Attention: Eckhard Osenberg, AVP

Telephone: (212) 469-8242
Facsimile: (212) 469-8366

THE BANK OF NEW YORK,
      as a Bank


Domestic and Eurodollar
      Lending Office:


One Wall Street
New York, New York 10286
Attention: Melanie Shorofsky

Telephone: (212) 635-6482
Facsimile: (212) 809-9520

With A Copy To:

William Fahey
The Bank of New York
One Wall Street
New York, New York 10286

Telephone: (212) 635-4690
Facsimile: (212) 635-6365

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

One Wall Street
New York, New York 10286
Attention: Melanie Shorofsky

Telephone: (212) 635-6482
Facsimile: (212) 809-9520

FLEET NATIONAL BANK,
      as a Bank


Domestic and Eurodollar
      Lending Office:


                                     13-2-3
<PAGE>   98
777 Main Street
CT/MO/0250
Hartford, Connecticut 06115
Attention: Icy L. Mounds
Insurance Industry Dept.

Telephone: (860) 986-4616
Facsimile: (860) 986-1094

777 Main Street
CT/MO/0250
Hartford, Connecticut 06115
Attention: Elizabeth B. Shelley,

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

Insurance Industry Dept.

Telephone: (860)986-3127
Facsimile: (860)986-1264

BANK OF MONTREAL,
      as a Bank


Domestic and Eurodollar
      Lending Office:


115 South LaSalle Street
12th Floor West
Chicago, Illinois 60603
Attention: Lora Benton

Telephone: (312) 750-3844
Facsimile: (312) 750-4345

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

115 South LaSalle Street
12th Floor West
Chicago, Illinois 60603
Attention: Charles Reed, Corporate Banking

Telephone: (312) 750-5912
Facsimile: (312) 845-2199

SUNTRUST BANK, ATLANTA,


                                     13-2-4
<PAGE>   99
      as a Bank


Domestic and Eurodollar
      Lending Office:

25 Park Place
Atlanta, Georgia 30303
Attention: Kathy Dorsey,

   U.S. Corporate Banking - Operations

Telephone: (404) 588-8375
Facsimile: (404) 658-4905

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

711 5th Avenue
16th Floor
New York, New York 10022
Attention: Jamie McQueen - Banking Officer,

   U.S. Corporate Banking - Northeast Division

Telephone: (212) 583-2611
Facsimile: (212) 371-9386

STATE STREET BANK AND TRUST COMPANY,
      as a Bank


Domestic and Eurodollar
      Lending Office:


105 Rosemont Road
Westwood, Massachusetts 02090-2318
Attention: Paula St. Armand, Loan Administration

Telephone: (781) 302-5307
Facsimile: (781) 302-8015

Notices (other than Borrowing notices and Notices of Conversion/Continuation):

105 Rosemont Road
Westwood, Massachusetts 02090-2318
Attention: Edward M. Anderson, Vice President


                                     13-2-5
<PAGE>   100
Telephone: (781) 302-5305
Facsimile: (781) 302-8015


                                     13-2-6
<PAGE>   101
                                    EXHIBIT A

                               NOTICE OF BORROWING


Date:  _____________________________

To:      Bank of America National Trust and Savings Association, as
         Administrative Agent for the Banks parties to the Credit Agreement
         dated as of March 17, 1999 (as extended, renewed, amended or restated
         from time to time, the "Credit Agreement") among Phoenix Investment
         Partners, Ltd., Phoenix Home Life Mutual Insurance Company, certain
         Banks which are signatories thereto, Bank of America National Trust and
         Savings Association, as Administrative Agent, Deutsche Bank AG, New
         York Branch, as Syndication Agent, and The Bank of New York, as
         Documentation Agent

Ladies and Gentlemen:

         The undersigned, Phoenix Investment Partners, Ltd. (the "Company"),
refers to the Credit Agreement, the terms defined therein being used herein as
therein defined, and hereby gives you notice irrevocably, pursuant to Section
2.3 of the Credit Agreement, of the Borrowing of Loans specified below:

         1. The Business Day of the proposed Borrowing is _______________,
19___.


         2. The aggregate amount of the proposed Borrowing is $_________________


         3. The Borrowing is to be comprised of $___________ of [Base Rate]
[Eurodollar Rate] Loans.

         4. The duration of the Interest Period for the Eurodollar Rate Loans
included in the Borrowing shall be _____ months.]

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

                  (a) the representations and warranties of the Company
contained in Article V of the Credit Agreement are true and correct as though
made on and as of such date (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct as
of such date);

                  (b) no Default or Event of Default has occurred and is
continuing, or would result from such proposed Borrowing; and

                  (c) The proposed Borrowing will not cause the aggregate
principal amount of all outstanding Loans to exceed the combined Commitments of
the Banks.
<PAGE>   102
                                              PHOENIX INVESTMENT PARTNERS, LTD.



                                              By:_______________________________


                                              Title:____________________________


                                      A-2
<PAGE>   103
                                    EXHIBIT B

                        NOTICE OF CONVERSION/CONTINUATION


Date:  _____________________________

To:      Bank of America National Trust and Savings Association, as
         Administrative Agent for the Banks parties to the Credit Agreement
         dated as of March 17, 1999 (as extended, renewed, amended or restated
         from time to time, the "Credit Agreement") among Phoenix Investment
         Partners, Ltd., Phoenix Home Life Mutual Insurance Company, certain
         Banks which are signatories thereto, Bank of America National Trust and
         Savings Association, as Administrative Agent, Deutsche Bank AG, New
         York Branch, as Syndication Agent, and The Bank of New York, as
         Documentation Agent

Ladies and Gentlemen:

         The undersigned, Phoenix Investment Partners, Ltd. (the "Company"),
refers to the Credit Agreement, the terms defined therein being used herein as
therein defined, and hereby gives you notice irrevocably, pursuant to Section
2.4 of the Credit Agreement, of the [conversion] [continuation] of the Loans
specified herein, that:

         1. The Conversion/Continuation Date is ____________, 19___.


         2. The aggregate amount of the Loans to be [converted] [continued] is
$______________.

         3. The Loans are to be [converted into] [continued as]

         [Eurodollar Rate] [Base Rate] Loans.

         4. [If applicable:] The duration of the Interest Period for the Loans
included in the [conversion] [continuation] shall be ____ months.
<PAGE>   104
                                              PHOENIX INVESTMENT PARTNERS, LTD.



                                              By:_______________________________


                                              Title:____________________________



                                      B-2
<PAGE>   105
                                    EXHIBIT C

                        PHOENIX INVESTMENT PARTNERS, LTD.
                             COMPLIANCE CERTIFICATE


                                    Financial

                                              Statement Date:  ____________, 199


      Reference is made to that certain Credit Agreement dated as of March 17,
1999 (as extended, renewed, amended or restated from time to time, the "Credit
Agreement") among Phoenix Investment Partners, Ltd. (the "Company"), Phoenix
Home Life Mutual Insurance Company, the several financial institutions from time
to time parties to the Credit Agreement (the "Banks"), Bank of America National
Trust and Savings Association, as Administrative Agent, Deutsche Bank AG, New
York Branch, as Syndication Agent, and The Bank of New York, as Documentation
Agent. Unless otherwise defined herein, capitalized terms used herein have the
respective meanings assigned to them in the Credit Agreement.

      The undersigned Responsible Officer of the Company, hereby certifies as of
the date hereof that he/she is the __________________ of the Company, and that,
as such, he/she is authorized to execute and deliver this Certificate to the
Banks and the Administrative Agent on the behalf of the Company and its
consolidated Subsidiaries, and that:

      1.    Enclosed herewith is a copy of the [annual audit/quarterly] report
of the Company as at _______ (the "Computation Date") which report fairly
presents the financial condition and results of operation of the Company and its
Subsidiaries, as of the Computation Date.

      2.    The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and conditions (financial or
otherwise) of the Company during the accounting period covered by the attached
financial statements.

      3.    To the best of the undersigned's knowledge, the Company, during such
period, has observed, performed or satisfied all of its covenants and other
agreements, and satisfied every condition in the Credit Agreement to be
observed, performed or satisfied by the Company, and the undersigned has no
knowledge of any Default or Event of Default.

      4.    The following financial covenant analyses and information set forth
on Schedule 1 attached hereto are true and accurate on and as of the date of
this Certificate.
<PAGE>   106
      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________________, 199__.

                                    PHOENIX INVESTMENT PARTNERS, LTD.



                                    By:______________________________________


                                    Title:___________________________________


                                        C-2
<PAGE>   107
                                   Schedule 1

<TABLE>
<S>                                                             <C>
  1.   Guarantor's Financial Covenants
       A.  Section 8.1 -- Total SAP Adjusted Capital
       1.  Unrestricted Surplus Accounts
       2.  Asset Valuation Reserve                              $___________
       3.  Surplus Notes                                        $___________
       4.  SAP Capital (Sum of Items 1, 2 and 3)                $___________
       5.  Reserves for Losses On Real Estate                   $___________
       6.  Total SAP Adjusted Capital (Sum of Items 4 and 5)    $___________
       7.  $900,000,000                                         $900,000,000
                                                                ------------
       8.  Net Income for last quarter                          $___________
       9.  50% of Item 8                                        $___________
      10.  Sum of Item 9 for last Compliance Certificate plus
            Item 10 of last Compliance Certificate              $___________
      11.  Required Minimum (Sum of Items 7, 9 and 10)          $___________
      B.   Section 8.2 -- Invested Assets -- NAIC Ratings 3
            through 6
           1.    Net Invested Assets                            $___________
           2.    Maximum amount of notes, bonds and other
            obligations classified as bonds which bear NAIC
            Ratings from three to six, both inclusive (7.0%
            of Item 1)                                          $___________
           3.    Amount of such assets so rated                 $___________
      C.   Section 8.3 -- Invested Assets -- NAIC Ratings 5
            through 6
           1.    Total SAP Adjusted Capital (Item A6 above)     $___________
           2.    Maximum amounts of notes, bonds, and other
                 obligations classified as bonds which bear
                 NAIC Ratings from five to six, both inclusive
                 (13% of Item 1)                                $___________
           3.    Amount of such assets so rated                 $___________
       D.  Real Estate
</TABLE>

                                      C-3
<PAGE>   108
<TABLE>
<S>                                                             <C>
           1.    Real estate and real estate acquired in
                 satisfaction of indebtedness (exclusive of
                 either category occupied by the Guarantor or
                 its Primary Insurance Subsidiaries for use in  $___________
                 their business)
           2.    Mortgage Loans                                 $___________
           3.    Sum of Items 1 and 2                           $___________
           4.    Permitted Real Estate (32% of Item B1 above)   $___________
       E.  Section 8.5 -- Risk-Based Capital Ratio
           1.    Adjusted Capital                               $___________
           2.    Authorized Control Level Risk-Based Capital    $___________
           3.    Company Action Level (200% of Item 2)          $___________
           4.    Risk Based Capital Ratio (Item 1 to Item 3)    __ to 1.0
           5.    Required Minimum                               1.75 to 1.0
       F.  Section 8.6 -- Non-Performing Real Estate
           1.    Investment in non-performing real estate       $___________
                 (prior to reserves or write offs)
           2.    Permitted investment (30% of Item A6)          $___________
       G.  Section 8.7 -- Indebtedness to Capital
           1.    Indebtedness                                   $___________
           2.    Maximum permitted Indebtedness (75% of Item
                 A6)                                            $___________
  2.   Company's Financial Covenants
       A.  Section 9.1 -- Shareholders' Equity
           1.    Shareholders' equity                           $___________
           2.    Preferred stock                                $___________
           3.    Item 1 minus Item 2                            $___________
           4.    $185,000,000                                   $185,000,000
                                                                ------------
           5.    Net income for last quarter                    $___________
           6.    50% of Item 5                                  $___________
           7.    Sum of Item 6 of last Compliance Certificate
                 plus Item 7 of last Compliance Certificate     $___________
           8.    Required Minimum (Sum of Items 4, 6 and 7)     $___________
</TABLE>

                                      C-4
<PAGE>   109
<TABLE>
<S>                                                             <C>
       B.  Section 9.2 -- EBITDA to Interest Ratio
           1.    Earnings                                       $___________
           2.    Interest                                       $___________
           3.    Taxes                                          $___________
           4.    Depreciation                                   $___________
           5.    Amortization                                   $___________
           6.    EBITDA (Sum of Items 1, 2, 3, 4 and 5)         $___________
           7.    Interest Expense                               $___________
           8.    Ratio (Item 6 to Item 7)                       ____ to 1.0
           a.    Required Ratio                                 4.0 to 1.0
       C.  Section 9.3 -- Total Debt to Capital Ratio
           1.    Indebtedness                                   $___________
           2.    50% of Subordinated Debt which has been
                 converted from preferred stock outstanding on  $___________
                 the Closing Date
           3.    Item 1 less the lesser of Item 2 or            $___________
                 $40,000,000
           4.    Item 1 minus Item 3                            $___________
           5.    Shareholders' equity                           $___________
           6.    Ratio of Item 4 to Item 5                      _____%
           7.    Maximum permitted ratio                        _____%
       D.  Section 9.4 -- Senior Debt to EBITDA Ratio
           1.    Indebtedness                                   $___________
           2.    Subordinated Debt                              $___________
           3.    Senior Debt (Item 1 minus Item 2)              $___________
           4.    EBITDA (Item B6)                               $___________
           5.    Ratio (Item 3 to Item 4)                       ____ to 1.0
           6.    Maximum permitted ratio                        ____ to 1.0
</TABLE>

                                      C-5
<PAGE>   110
                                   EXHIBIT D-1

                      FORM OF OPINION OF BORROWER'S COUNSEL

                               _____________, 1999


To:   Bank of America National Trust and Savings Association, as
      Administrative Agent, Deutsche Bank AG, New York Branch, as Syndication
      Agent, The Bank of New York, as Documentation Agent, and the other
      Banks parties from time to time to the Credit Agreement hereinafter
      referred to

            Re:   Credit Agreement dated as of March 17, 1999 among Phoenix
                  Investment Partners, Ltd. (the "Company"), Phoenix Home
                  Life Mutual Insurance Company (the "Guarantor"), Bank of
                  America National Trust and Savings Association, as
                  Administrative Agent, Deutsche Bank AG, New York Branch, as
                  Syndication Agent, The Bank of New York, as Documentation
                  Agent and certain other financial institutions

Ladies and Gentlemen:

      The undersigned has acted as counsel for the Company in connection with
the negotiation, execution and delivery of the Credit Agreement and the other
Loan Documents. This opinion letter is delivered pursuant to Section 4.1(a)(v)
of the Credit Agreement. Unless otherwise defined herein or the context
otherwise requires, all capitalized terms used in this opinion letter shall have
the respective meanings assigned to them in the Credit Agreement.

                                  [Assumptions]

      Based upon and subject to the foregoing, I am of the opinion that

            2.    The Company is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
and has full corporate power and authority to own and hold under lease its
property and to conduct its business substantially as currently conducted by it.
The Company has full corporate power and authority to obtain the Loans and to
enter into and perform its obligations under each Loan Document.

            3.    The Company's execution, delivery and performance of the Loan
Documents are within the Company's corporate powers, have been duly authorized
by all necessary corporate action, and do not:

            A.    contravene the Company's Certificate of Incorporation or
      Bylaws;

            B.    contravene any Requirement of Law which is applicable to
      transactions of the type provided for in the Loan Documents (a "Relevant
      Law");

            C.    to the best of my knowledge, contravene any order, injunction,
      writ or decree of any court or any other Governmental Authority (a
      "Relevant Order");
<PAGE>   111
            D.    conflict with or result in any breach or contravention of, or
      the creation of any Lien under, any document evidencing any Contractual
      Obligation to which the Company is a party; or

            E.    result in, or require the creation or imposition of, any Lien
      on the Company's property under any Relevant Law or Relevant Order.

            4.    No authorization or approval or other action by, and no notice
to or filing with, any Governmental Authority is required for the Company's due
execution, delivery or performance of the Loan Documents, to which it is a
party.

            5.    The Loan Documents constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms except that the enforceability thereof may be limited by
(a) applicable bankruptcy, insolvency, fraudulent conveyance, liquidation,
rehabilitation, conservation, supervision, reorganization, moratorium or similar
laws affecting the rights and remedies of creditors generally, and (b) equitable
principles of general applicability, regardless of whether enforcement is sought
in a proceeding in equity or at law.

I am admitted to practice law in the State of Connecticut. Except as noted, for
purposes of this opinion, and to the extent necessary I have assumed that the
law of the State of New York is identical to the law of the State of
Connecticut. Nothing contained herein shall be deemed to be an opinion as to any
law other than the laws of the State of Connecticut, the State of Delaware and
any applicable federal laws of the United States of America, except as set forth
in the immediately following sentence. Accordingly, I express no opinion as to
the laws of any state or jurisdiction other than the State of Connecticut, the
State of New York (as qualified herein) and the United States of America.

                                [Qualifications]

This opinion letter is rendered solely for the Agents' and the Banks' benefit in
connection with the above transaction. Without my prior written consent, this
opinion letter may not be: (i) relied upon by any other party or for any other
purpose; (ii) quoted in whole or in part or otherwise referred to in any report
or document; or (iii) furnished (the original or copies thereof) to any party
except in connection with the enforcement of the Loan Documents by the Agents or
the Banks; provided, however, that copies of this opinion letter may be
furnished to regulatory authorities, assignees and participants (actual or
potential) in the Loans and pursuant to the requirements of process.

                                Very truly yours,


                                     D-1-2
<PAGE>   112
                                   EXHIBIT D-2

                     FORM OF OPINION OF GUARANTOR'S COUNSEL

                               _____________, 1999


To:   Bank of America National Trust and Savings Association, as
      Administrative Agent, Deutsche Bank AG, New York Branch, as Syndication
      Agent, The Bank of New York, as Documentation Agent, and the other
      Banks parties from time to time to the Credit Agreement hereinafter
      referred to

            Re:   Credit Agreement dated as of March 17, 1999 among Phoenix
                  Investment Partners, Ltd. (the "Company"), Phoenix Home
                  Life Mutual Insurance Company (the "Guarantor"), Bank of
                  America National Trust and Savings Association, as
                  Administrative Agent, Deutsche Bank AG, New York Branch, as
                  Syndication Agent, The Bank of New York, as Documentation
                  Agent and certain other financial institutions

Ladies and Gentlemen:

      The undersigned has acted as counsel for the Company and the Guarantor in
connection with the negotiation, execution and delivery of the Credit Agreement
and the other Loan Documents. This opinion letter is delivered pursuant to
Section 4.1(a)(v) of the Credit Agreement. Unless otherwise defined herein or
the context otherwise requires, all capitalized terms used in this opinion
letter shall have the respective meanings assigned to them in the Credit
Agreement.

      I have reviewed the corporate proceedings taken by the Guarantor in
connection with the Credit Agreement and the other Loan Documents. In addition,
I have examined and relied upon copies of such Credit Agreement, the Charter and
the Bylaws of the Guarantor as in effect on the date hereof, copies of
supporting resolutions adopted by the Board of Directors of the Guarantor in
connection with the Credit Agreement and the transactions contemplated thereby
and certificates executed by officers of the Guarantor addressing facts material
to my opinions as I consider necessary or appropriate for the basis of the
opinions expressed.

      In making the examination of such agreements and instruments in connection
with the opinions expressed herein, I have assumed the genuineness of all
signatures (other than those on behalf of the Guarantor) and the authenticity of
all documents submitted to me as originals and the conformity with the originals
of all documents submitted to me as copies and have further assumed that each of
the Banks has the corporate power to enter into and perform its obligations
under the Credit Agreement and have assumed with respect to each of them due
authorization by all requisite corporate action, due execution and delivery and
the valid and binding effect of such documents and agreements and compliance by
the Banks with applicable law. I am admitted to practice law only in the State
of Connecticut and as to matters involving New York law, I have relied upon the
review and analysis of another attorney within the Legal Division of Phoenix
Home Life Mutual Insurance Company who is admitted to practice law in the State
of New York.
<PAGE>   113
      Based upon and subject to the foregoing, I am of the opinion that

            1.    The Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, and has full corporate power and authority to own and hold under
lease its property and to conduct its business substantially as currently
conducted by it. The Guarantor has full corporate power and authority to enter
into and perform its obligations under each Loan Document to which it is a
party.

            2.    The Guarantor's execution, delivery and performance of the
Loan Documents to which it is a party are within the Guarantor's corporate
powers, have been duly authorized by all necessary corporate action, and do not:

            A.    contravene the Guarantor's Charter or Bylaws;

            B.    contravene any relevant law;

            C.    to the best of our knowledge, contravene any relevant order;

            D.    to the best of our knowledge, conflict with or result in any
      breach or contravention of, or the creation of any Lien under, any
      document evidencing any Contractual Obligation to which the Guarantor is a
      party; or

            E.    result in, or require the creation or imposition of, any Lien
      on the Guarantor's property under any relevant law or relevant order.

            3.    No authorization or approval or other action by, and no notice
to or filing with, any Governmental Authority is required for the Guarantor's
due execution, delivery or performance of the Loan Documents to which it is a
party.

            4.    The Loan Documents to which the Guarantor is a party
constitute the legal, valid and binding obligations of the Guarantor,
enforceable against the Guarantor in accordance with their terms.

      With respect to matters of fact on which my opinion is based, I have
relied on appropriate certificates of public officials and officers of the
Guarantor and I have no reason to believe such certificates are inaccurate. My
opinion is limited to the laws of the United States of America and the State of
New York and Connecticut.

This opinion letter is rendered solely for the Agents' and the Banks' benefit in
connection with the above transaction. Without our prior written consent, this
opinion letter may not be: (i) relied upon by any other party or for any other
purpose; (ii) quoted in whole or in part or otherwise referred to in any report
or document; or (iii) furnished (the original or copies thereof) to any party
except in connection with the enforcement of the Loan Documents by the Agents or
the Banks; provided, however, that copies of this opinion letter may be
furnished to regulatory authorities, assignees and participants (actual or
potential) in the Loans and pursuant to the requirements of process.

                                Very truly yours,


                                     D-2-2
<PAGE>   114
                                    EXHIBIT E

                     FORM OF OPINION OF GUARANTOR'S COUNSEL

      This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance") dated as of __________, ___ is made between
______________________________ (the "Assignor") and __________________________
(the "Assignee").

                                    RECITALS

      WHEREAS, the Assignor is party to that certain Credit Agreement dated as
of March 17, 1999 (as amended, amended and restated, modified, supplemented or
renewed, the "Credit Agreement") among Phoenix Investment Partners, Ltd. (the
"Company"), Phoenix Home Life Mutual Insurance Company, the several financial
institutions from time to time party thereto (including the Assignor, the
"Banks"), Bank of America National Trust and Savings Association, as
Administrative Agent, Deutsche Bank AG, New York Branch, as Syndication Agent,
and The Bank of New York, as Documentation Agent. Any terms defined in the
Credit Agreement and not defined in this Assignment and Acceptance are used
herein as defined in the Credit Agreement;

      WHEREAS, as provided under the Credit Agreement, the Assignor has
committed to making Loans (the "Loans") to the Company in an aggregate amount
not to exceed $__________ (its "Commitments");

      WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all]
rights and obligations of the Assignor under the Credit Agreement in respect of
its Commitments, [together with a corresponding portion of each of its
outstanding Loans,] in an amount equal to $__________ (the "Assigned Amount") on
the terms and subject to the conditions set forth herein and the Assignee wishes
to accept assignment of such rights and to assume such obligations from the
Assignor on such terms and subject to such conditions;

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

      1.    Assignment and Acceptance.

            (a)   Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
the Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) __% (the "Assignee's Percentage
Share") of (A) the Commitments [and the Loans] of the Assignor and (B) all
related rights, benefits, obligations, liabilities and indemnities of the
Assignor under and in connection with the Credit Agreement and the Loan
Documents.

      [If appropriate, add paragraph specifying payment to Assignor by Assignee
of outstanding principal of, accrued interest on, and fees with respect to,
Loans assigned.]
<PAGE>   115
            (b)   With effect on and after the Effective Date (as defined in
Section 5 hereof), the Assignee shall be a party to the Credit Agreement and
succeed to all of the rights and be obligated to perform all of the obligations
of a Bank under the Credit Agreement, including the requirements concerning
confidentiality and the payment of indemnification, with Commitments in an
amount equal to the Assigned Amount. The Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Bank. It is the intent
of the parties hereto that the Commitments of the Assignor shall, as of the
Effective Date, be reduced by an amount equal to the Assigned Amount and the
Assignor shall relinquish its rights and be released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee; provided, however, the Assignor shall not relinquish its rights under
Sections 13.4 and 13.5 of the Credit Agreement to the extent such rights relate
to the time prior to the Effective Date.

            (c)   After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignee's Commitments will be $__________.

            (d)   After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignor's Commitments will be $__________.

      2.    Payments.

            (a)   As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
Effective Date in immediately available funds an amount equal to $__________,
representing the Assignee's Pro Rata Share of the principal amount of all Loans.

            (b)   The [Assignor] [Assignee] further agrees to pay to the
Administrative Agent a processing fee in the amount specified in Section 13.8 of
the Credit Agreement.

      3.    Reallocation of Payments.

      Any interest, fees and other payments accrued to the Effective Date with
respect to the Commitments and Loans shall be for the account of the Assignor.
Any interest, fees and other payments accrued on and after the Effective Date
with respect to the Assigned Amount shall be for the account of the Assignee.
Each of the Assignor and the Assignee agrees that it will hold in trust for the
other party any interest, fees and other amounts which it may receive to which
the other party is entitled pursuant to the preceding sentence and pay to the
other party any such amounts which it may receive promptly upon receipt.

      4.    Independent Credit Decision.

      The Assignee (a) acknowledges that it has received a copy of the Credit
Agreement and the Schedules and Exhibits thereto, together with copies of the
most recent financial statements referred to in Section 6.1 of the Credit
Agreement, and such other documents and information as it has deemed appropriate
to make its own credit and legal analysis and decision to enter into this
Assignment and Acceptance; and (b) agrees that it will, independently and
without reliance upon the Assignor, any Agent or any other Bank and based on
such documents and information as it


                                      E-2
<PAGE>   116
shall deem appropriate at the time, continue to make its own credit and legal
decisions in taking or not taking action under the Credit Agreement.

      5.    Effective Date; Notices.

            (a)   As between the Assignor and the Assignee, the effective date
for this Assignment and Acceptance shall be __________, 199__ (the "Effective
Date"); provided that the following conditions precedent have been satisfied on
or before the Effective Date:

                  (i)   this Assignment and Acceptance shall be executed and
delivered by the Assignor and the Assignee;

                  (ii)  the consent of the Company and the Administrative Agent
required for an effective assignment of the Assigned Amount by the Assignor to
the Assignee under Section 13.8 of the Credit Agreement shall have been duly
obtained and shall be in full force and effect as of the Effective Date;

                  (iii) the Assignee shall pay to the Assignor all amounts due
to the Assignor under this Assignment and Acceptance; and

                  (iv)  the processing fee referred to in Section 2(b) hereof
and in Section 13.8 of the Credit Agreement shall have been paid to the
Administrative Agent; and

                  (v)   the Assignor shall have assigned and the Assignee shall
have assumed a percentage equal to the Assignee's Percentage Share of the rights
and obligations of the Assignor under the Credit Agreement (if such agreement
exists).

            (b)   Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Company and the Administrative
Agent for acknowledgment by the Administrative Agent, a Notice of Assignment
substantially in the form attached hereto as Schedule 1.

      6.    Administrative Agent. [INCLUDE ONLY IF ASSIGNOR IS ADMINISTRATIVE
AGENT]

            (a)   The Assignee hereby appoints and authorizes the Assignor to
take such action as administrative agent on its behalf and to exercise such
powers under the Credit Agreement as are delegated to the Administrative Agent
by the Banks pursuant to the terms of the Credit Agreement.

            (b)   The Assignee shall assume no duties or obligations held by the
Assignor in its capacity as Administrative Agent under the Credit Agreement.]

7.    Withholding Tax.

      The Assignee (a) represents and warrants to the Bank, the Administrative
Agent and the Company that under applicable law and treaties no tax will be
required to be withheld by the Bank with respect to any payments to be made to
the Assignee hereunder, (b) agrees to furnish


                                      E-3
<PAGE>   117
(if it is organized under the laws of any jurisdiction other than the United
States or any State thereof) to the Administrative Agent and the Company prior
to the time that the Administrative Agent or Company is required to make any
payment of principal, interest or fees hereunder, duplicate executed originals
of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 (wherein the Assignee claims entitlement to the benefits of a
tax treaty that provides for a complete exemption from U.S. federal income
withholding tax on all payments hereunder) and agrees to provide new Forms 4224
or 1001 upon the expiration of any previously delivered form or comparable
statements in accordance with applicable U.S. law and regulations and amendments
thereto, duly executed and completed by the Assignee, and (c) agrees to comply
with all applicable U.S. laws and regulations with regard to such withholding
tax exemption.

      8.    Representations and Warranties.

            (a)   The Assignor represents and warrants that (i) it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any Lien or other adverse claim; (ii) it is
duly organized and existing and it has the full power and authority to take, and
has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Credit Agreement, no further action by, or notice to, or filing with, any
Person is required of it for such execution, delivery or performance; and (iv)
this Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of the Assignor, enforceable
against the Assignor in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
laws of general application relating to or affecting creditors' rights and to
general equitable principles.

            (b)   The Assignor makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto. The
Assignor makes no representation or warranty in connection with, and assumes no
responsibility with respect to, the solvency, financial condition or statements
of the Company or the Guarantor, or the performance or observance by the Company
or the Guarantor, of any of its respective obligations under the Credit
Agreement or any other instrument or document furnished in connection therewith.

            (c)   The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already
given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance; and apart from any agreements or undertakings


                                      E-4
<PAGE>   118
or filings required by the Credit Agreement, no further action by, or notice to,
or filing with, any Person is required of it for such execution, delivery or
performance; (iii) this Assignment and Acceptance has been duly executed and
delivered by it and constitutes the legal, valid and binding obligation of the
Assignee, enforceable against the Assignee in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or affecting
creditors' rights and to general equitable principles; and (iv) it is an
Eligible Assignee.

      9.    Further Assurances.

      The Assignor and the Assignee each hereby agree to execute and deliver
such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this
Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Company or the Administrative Agent, which may
be required in connection with the assignment and assumption contemplated
hereby.

      10.   Miscellaneous.

            (a)   Any amendment or waiver of any provision of this Assignment
and Acceptance shall be in writing and signed by the parties hereto. No failure
or delay by either party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof and any waiver of any breach of the
provisions of this Assignment and Acceptance shall be without prejudice to any
rights with respect to any other or further breach thereof.

            (b)   All payments made hereunder shall be made without any set-off
or counterclaim.

            (c)   The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution and
performance of this Assignment and Acceptance.

            (d)   This Assignment and Acceptance may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

            (e)   THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. The Assignor and
the Assignee each irrevocably submits to the non-exclusive jurisdiction of any
State or Federal court sitting in New York over any suit, action or proceeding
arising out of or relating to this Assignment and Acceptance and irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State or Federal court. Each party to this
Assignment and Acceptance hereby irrevocably waives, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding.

            (f)   THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED


                                      E-5
<PAGE>   119
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND
ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).

      [Other provisions to be added as may be negotiated between the Assignor
and the Assignee, provided that such provisions are not inconsistent with the
Credit Agreement.]

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.

                                                [ASSIGNOR]


                                    By:______________________________________


                                    Title:___________________________________


                                      E-6
<PAGE>   120
                                                [ASSIGNOR]


                                    By:______________________________________


                                    Title:___________________________________


                                    Address:


                                      E-7
<PAGE>   121
                                   SCHEDULE 1


                       NOTICE OF ASSIGNMENT AND ACCEPTANCE

                                                           _______________, 19__



Domestic and Eurodollar
    Lending Office:


Bank of America National Trust and
    Savings Association, as Administrative
    Agent


Phoenix Investment Partners, Ltd.


Ladies and Gentlemen:

      We refer to the Credit Agreement dated as of March 17, 1999 (as amended,
amended and restated, modified, supplemented or renewed from time to time the
"Credit Agreement") among Phoenix Investment Partners, Ltd., Phoenix Home Life
Mutual Insurance Company, the Banks referred to therein, Bank of America
National Trust and Savings Association, as Administrative Agent, Deutsche Bank
AG, New York Branch, as Syndication Agent, and The Bank of New York, as
Documentation Agent. Terms defined in the Credit Agreement are used herein as
therein defined.

      1.    We hereby give you notice of, and request your consent to, the
assignment by __________________ (the "Assignor") to _______________ (the
"Assignee") of _____% of the right, title and interest of the Assignor in and to
the Credit Agreement (including, without limitation, the right, title and
interest of the Assignor in and to the Commitments of the Assignor and all
outstanding Loans made by the Assignor pursuant to the Assignment and Acceptance
Agreement attached hereto (the "Assignment and Acceptance").

      2.    The Assignee agrees that, upon receiving the consent of the
Administrative Agent and, if applicable, the Company to such assignment, the
Assignee will be bound by the terms of the Credit Agreement as fully and to the
same extent as if the Assignee were the Bank originally holding such interest in
the Credit Agreement.

      3.    The following administrative details apply to the Assignee:

            (A)   Notice Address:

                  Assignee:___________________________
                  Address:____________________________


                                      E-8
<PAGE>   122
                          ____________________________
                  Attention:__________________________
                  Telephone:__________________________
                  Facsimile:__________________________

            (B)   Payment Instructions:

                  Account No.:________________________
                  At:_________________________________
                             _________________________
                             _________________________
                  Reference:__________________________
                  Attention:__________________________

      4.    You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment and
Acceptance.

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice
of Assignment and Acceptance to be executed by their respective duly authorized
officials, officers or agents as of the date first above mentioned.

                                    Very truly yours,



                                    [NAME OF ASSIGNOR]


                                    By:______________________________________


                                    Title:___________________________________


                                    [NAME OF ASSIGNEE]


                                    By:______________________________________


                                    Title:___________________________________


ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:


PHOENIX INVESTMENT PARTNERS, LTD.


                                      E-9
<PAGE>   123
By:_________________________________


Title:______________________________


                                      E-10
<PAGE>   124
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent


By:_________________________________


Title:______________________________


                                      E-11
<PAGE>   125
                                    EXHIBIT F

                            [FORM OF] PROMISSORY NOTE



$_________________                                    _______________________


      FOR VALUE RECEIVED, the undersigned, Phoenix Investment Partners, Ltd.
(the "Company"), hereby promises to pay to the order of ___________________ (the
"Bank") the principal sum of ______________ Dollars ($___________) or, if less,
the aggregate unpaid principal amount of all Loans made by the Bank to the
Company pursuant to the Credit Agreement, dated as of March 17, 1999 (such
Credit Agreement, as it may be amended, restated, supplemented or otherwise
modified from time to time, being hereinafter called the "Credit Agreement"),
among the Company, Phoenix Home Life Mutual Insurance Company, the Bank, the
other banks parties thereto, Bank of America National Trust and Savings
Association, as Administrative Agent, Deutsche Bank AG, New York Branch, as
Syndication Agent, and The Bank of New York, as Documentation Agent, on the
dates and in the amounts provided in the Credit Agreement. The Company further
promises to pay interest on the unpaid principal amount of the Loans evidenced
hereby from time to time at the rates, on the dates, and otherwise as provided
in the Credit Agreement.

      The Bank is authorized to endorse the amount and the date on which each
Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided, that any failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement and this Promissory Note (the "Note").

      This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.
<PAGE>   126
Terms defined in the Credit Agreement are used herein with their defined
meanings therein unless otherwise defined herein. This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.

                                    PHOENIX INVESTMENT PARTNERS, LTD.



                                    By:______________________________________


                                    Title:___________________________________


                                      F-2
<PAGE>   127
                                                              Schedule A to Note


                BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS

<TABLE>
<CAPTION>
       (1)          (2)                (3)                 (4)
      Date    Amount of Base     Amount of Base     Notation Made By
                Rate Loan       Rate Loan Repaid
                                  or Converted
<S>          <C>               <C>                 <C>
</TABLE>

                                      F-3
<PAGE>   128
                                                              Schedule B to Note


          EURODOLLAR RATE LOANS AND REPAYMENT OF EURODOLLAR RATE LOANS

<TABLE>
<CAPTION>
       (1)         (2)               (3)               (4)              (5)
      Date      Amount of      Interest Period      Amount of      Notation Made
             Eurodollar Rate    of Eurodollar    Eurodollar Rate        By
                  Loan            Rate Loan      Loan Repaid or
                                                    Converted
<S>         <C>               <C>               <C>               <C>
</TABLE>

                                      F-4