<PAGE>   1
                                                                   EXHIBIT 10.33


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



                                U.S. $100,000,000


                                CREDIT AGREEMENT


                                   Dated as of


                                 August 18, 1999


                                      Among


                   PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY


                           THE BANKS SIGNATORY HERETO,


                                BANK OF MONTREAL,
                      as Arranger and Administrative Agent


                                       and


                               FLEET NATIONAL BANK
                             as Documentation Agent



================================================================================
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  PAGE
<S>                 <C>                                                           <C>
SECTION 1.          REVOLVING CREDIT FACILITY ..................................    1

   Section 1.1.     General Terms ..............................................    1
   Section 1.2.     Minimum Borrowing Amounts ..................................    1
   Section 1.3.     Manner of Borrowing ........................................    1

SECTION 2.          INTEREST ...................................................    2

   Section 2.1.     Domestic Rate Loans ........................................    2
   Section 2.2.     Eurodollar Loans ...........................................    3
   Section 2.3.     Default Rate ...............................................    5
   Section 2.4.     Rate Determinations ........................................    5
   Section 2.5.     Funding Indemnity ..........................................    5
   Section 2.6.     Change of Law ..............................................    5
   Section 2.7.     Unavailability of Deposits or Inability to Ascertain
                        LIBOR Rate .............................................    6
   Section 2.8.     Increased Cost and Reduced Return ..........................    6
   Section 2.9.     Lending Offices ............................................    7
   Section 2.10.    Discretion of Bank as to Manner of Funding .................    7
   Section 2.11.    Exemptions from Withholding ................................    7

SECTION 3.          OTHER PROVISIONS APPLICABLE TO ALL LOANS ...................    8

   Section 3.1.     Maturity of Loans ..........................................    8
   Section 3.2.     The Notes ..................................................    8
   Section 3.3.     Commitment Fee .............................................    8
   Section 3.4.     Administrative Agent's Fee .................................    9
   Section 3.5.     Voluntary Prepayments ......................................    9
   Section 3.6.     Terminations ...............................................    9
   Section 3.7.     Capital Adequacy ...........................................    9
   Section 3.8.     Place and Application of Payments ..........................   10
   Section 3.9.     Funding by Administrative Agent ............................   10

SECTION 4.          REPRESENTATIONS AND WARRANTIES .............................   11

   Section 4.1.     Corporate Organization and Authority .......................   11
   Section 4.2.     Financial Statements .......................................   11
   Section 4.3.     Full Disclosure ............................................   12
   Section 4.4.     Restrictions on the Company ................................   12
   Section 4.5.     Pending Litigation .........................................   12
   Section 4.6.     Licenses and Franchises ....................................   12
   Section 4.7.     Financing is Legal and Authorized ..........................   12
   Section 4.8.     Agreement and Notes Valid and Binding ......................   13
   Section 4.9.     No Defaults ................................................   13
</TABLE>


                                      -i-
<PAGE>   3
<TABLE>
<S>                 <C>                                                            <C>
   Section 4.10.    Governmental Consent .......................................   13
   Section 4.11.    Taxes ......................................................   13
   Section 4.12.    Not an Investment Company ..................................   13
   Section 4.13.    Use of Proceeds ............................................   13
   Section 4.14.    ERISA ......................................................   13
   Section 4.15.    Compliance with Law ........................................   14
   Section 4.16.    Pari Passu .................................................   14
   Section 4.17.    Ratings ....................................................   14
   Section 4.18.    Year 2000 Compliance .......................................   14

SECTION 5.          CONDITIONS PRECEDENT .......................................   14

   Section 5.1.     Conditions to Effectiveness ................................   14
   Section 5.2.     All Loans ..................................................   15

SECTION 6.          COMPANY COVENANTS ..........................................   15

   Section 6.1.     Corporate Existence, Etc. ..................................   15
   Section 6.2.     Insurance ..................................................   16
   Section 6.3.     Taxes, Compliance with Laws ................................   16
   Section 6.4.     Maintenance of Properties ..................................   16
   Section 6.5.     Nature of Business .........................................   16
   Section 6.6.     Reports and Rights of Inspection ...........................   16
   Section 6.7.     Limitation on Liens ........................................   18
   Section 6.8.     Total Debt to Capital ......................................   19
   Section 6.9.     Risk Based Capital .........................................   20
   Section 6.10.    ERISA Compliance ...........................................   20
   Section 6.11.    Mergers, Consolidations and Sales of Assets ................   20
   Section 6.12.    Year 2000 Assessment .......................................   21

SECTION 7.          EVENTS OF DEFAULT AND REMEDIES .............................   21

   Section 7.1.     Events of Default ..........................................   21
   Section 7.2.     Non-Bankruptcy Defaults ....................................   22
   Section 7.3.     Bankruptcy Defaults ........................................   23

SECTION 8.          DEFINITIONS; INTERPRETATION OF AGREEMENT ...................   23

    Section 8.1.    Definitions ................................................   23
    Section 8.2.    Accounting Principles ......................................   28
    Section 8.3.    Moody's Ratings and S&P Ratings ............................   28
    Section 8.4.    Directly or Indirectly .....................................   28

SECTION 9.          THE AGENTS FOR THE BANKS ...................................   29

   Section 9.1.     Appointment and Duties .....................................   29
   Section 9.2.     Sufficiency of the Agreement ...............................   29
   Section 9.3.     Independent Investigation ..................................   29
   Section 9.4.     Agents as Banks ............................................   29
</TABLE>


                                      -ii-
<PAGE>   4
<TABLE>
<S>                 <C>                                                            <C>
   Section 9.5.     Indemnification of Agents ..................................   30
   Section 9.6.     Refusal to Act .............................................   30
   Section 9.7.     Successor Agent ............................................   30

SECTION 10.         MISCELLANEOUS ..............................................   30

   Section 10.1.    Waiver of Rights ...........................................   30
   Section 10.2.    Non-Business Day ...........................................   31
   Section 10.3.    Documentary Taxes ..........................................   31
   Section 10.4.    Survival of Representations ................................   31
   Section 10.5.    Survival of Indemnities ....................................   31
   Section 10.6.    Set-off Sharing ............................................   31
   Section 10.7.    Notices ....................................................   32
   Section 10.8.    Counterparts ...............................................   32
   Section 10.9.    Successors and Assigns .....................................   32
   Section 10.10.   Participants ...............................................   32
   Section 10.11.   Assignment Agreements ......................................   32
   Section 10.12.   Costs and Expenses .........................................   33
   Section 10.13.   Amendments and Waivers .....................................   34
   Section 10.14.   Governing Law ..............................................   34
   Section 10.15.   Entire Agreement ...........................................   34
   Section 10.16.   Headings and Severability ..................................   34
   Section 10.17.   Consent to Jurisdiction ....................................   34
   Section 10.18.   Waiver of Trial by Jury ....................................   34
</TABLE>

Exhibit A - Note
Exhibit B - Description of Closing Opinion of Counsel for the Company
Exhibit C - Borrowing Certificate
Schedule 4.3 - Full Disclosure
Schedule 4.5 - Material Pending or Threatened Litigation

                                     -iii-
<PAGE>   5
To each of the Banks which
are or become parties hereto:

Ladies and Gentlemen:

         The undersigned, Phoenix Home Life Mutual Insurance Company, a New York
mutual insurance company (the "Company"), applies to you for your several
commitments to extend credit to it on and subject to the terms and conditions
hereinafter set forth.

SECTION 1.        REVOLVING CREDIT FACILITY.

         Section 1.1. General Terms. Subject to and on the terms and conditions
hereof, each Bank, by its acceptance hereof, severally agrees to make a loan or
loans (individually a "Loan" and collectively the "Loans") to the Borrower from
time to time prior to the Termination Date on a revolving basis not at any time
exceeding in the aggregate the amount of its commitment as set forth on the
applicable signature page hereof or on an Assignment Agreement to which it is a
party, all as reduced from time to time pursuant to Section 3.6 hereof (its
"Commitment" and cumulatively for all the Banks the "Commitments"). The
aggregate principal amount of all Loans outstanding at any one time shall not
exceed the Commitments as then in effect. Each Borrowing of Loans shall be made
ratably from the Banks in proportion to the amounts of their Commitments. The
Company may elect that any Borrowing be made available by means of (i) Domestic
Rate Loans or (ii) Eurodollar Loans, which Loans may be repaid and the principal
amount thereof reborrowed through the Termination Date, subject to all
reductions in the Commitments permitted by Section 3.6 hereof and all other
terms and conditions hereof. The Borrower promises to pay interest on each Loan
made to it at the rates and times provided in Section 2 hereof.

         Section 1.2. Minimum Borrowing Amounts. Each Borrowing of Domestic Rate
Loans shall be in an amount not less than $5,000,000, and each Borrowing of
Eurodollar Loans shall be in an amount not less than $10,000,000.

         Section 1.3. Manner of Borrowing.

         (a) Notice to the Agent. The Company shall give telephonic, telex or
telecopy notice to the Administrative Agent (which notice shall be irrevocable
once given and if by telephone shall be promptly confirmed in writing) by no
later than 10:00 A.M. (New York time) (i) on the date at least three (3)
Business Days prior to the date of each requested Borrowing of Eurodollar Loans
and (ii) on the date at least one (1) Business Day prior to the date of each
requested Borrowing of Domestic Rate Loans. Each such notice shall specify the
date of the requested Borrowing (which shall be a Business Day), the amount of
the requested Borrowing, the type of Loans to comprise such Borrowing and, if
such Borrowing is to be comprised of Eurodollar Loans, the Interest Period
applicable thereto. The Borrower agrees that the Administrative Agent may rely
on any
<PAGE>   6
such telephonic, telex or telegraphic notice given by any person which it in
good faith believes is an Authorized Representative without the necessity of
independent investigation and in the event any notice by such means conflicts
with the written confirmation, such notice shall govern if the Agent has acted
in reliance thereon.

         (b) Notice to the Banks. The Administrative Agent shall give
telephonic, telex, telecopy or facsimile notice to each of the Banks of any
Borrowing request received pursuant to Section 1.3(a) hereof by the close of
business on the date the Administrative Agent received the Company's request
and, if such notice requests the Banks to make Eurodollar Loans, the
Administrative Agent shall give notice to the Company and each of the Banks by
like means of the interest rate applicable thereto, on the day the
Administrative Agent has made such determination.

         (c) Failure to Notify. In the event the Company fails to give notice
pursuant to Section 1.3(a) hereof of the reborrowing of the principal amount of
any maturing Borrowing of Eurodollar Loans and has not notified the
Administrative Agent by 10:00 A.M. (New York time) on the day such Borrowing
matures that it intends to repay such Borrowing, the Company shall be deemed to
have requested a Borrowing of Domestic Rate Loans on such day in the amount of
the maturing Borrowing of Eurodollar Loans.

         (d) Disbursement. Not later than noon (New York time) on the date of
any Borrowing, each Bank shall make available its Loan in funds immediately
available in Chicago, Illinois, at the office of the Administrative Agent in
Chicago, except to the extent such Borrowing is a reborrowing, in whole or in
part, of the principal amount of a maturing Borrowing of Eurodollar Loans (a
"Refunding Borrowing"), in which case each Bank shall record the Loan made by it
as a part of such Refunding Borrowing on its books or records or on a schedule
to the Note held by it, and shall effect the repayment, in whole or in part, as
appropriate, of its maturing Eurodollar Loan through the proceeds of such new
Loan. Subject to Section 5 hereof, the Administrative Agent shall make the
proceeds of each Borrowing other than Refunding Borrowings available to the
Company at the Administrative Agent's office in Chicago, Illinois.

SECTION 2.        INTEREST.

         Section 2.1. Domestic Rate Loans. Each Domestic Rate Loan made by a
Bank shall bear interest (computed on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed (except when clause (ii) of the
definition of the term "Domestic Rate" is applicable, in which case the
computation shall be made on the basis of a year of 360 days for the actual
number of days elapsed) on the unpaid principal amount thereof from time to time
outstanding from the date such Loan is made until maturity (whether by
acceleration or otherwise) at a rate per annum, determined daily, equal to the
Domestic Rate from time to time in effect, due and payable on the last day of
each March, June, September and December, and at maturity (whether by
acceleration or otherwise).

         "Domestic Rate" means for any day the greater of:

                  (i) the rate of interest announced by Bank of Montreal from
         time to time as its prime commercial rate for United States Dollar
         loans made in the United States (it being

                                      -2-
<PAGE>   7
         understood that such rate may not be such Bank's best or lowest rate),
         with any change in the Domestic Rate resulting from a change in said
         prime commercial rate to be effective as of the date of the relevant
         change in said prime commercial rate; and

                  (ii) the sum of (x) the rate for that day set forth opposite
         the caption "Federal Fund (Effective)" in the daily statistical release
         designated as "Composite 3:30 P.M. Quotations for U.S. Government
         Securities", or any successor publication, published by the Federal
         Reserve Bank of New York or, if such publication shall be suspended or
         terminated, the arithmetic average of the rates determined by the Agent
         as the prevailing rates per annum (rounded upward, if necessary, to the
         next higher 1/100 of 1%) bid at approximately 11:00 A.M. (New York
         time) (or as soon thereafter as is practicable) on such day by two or
         more New York Federal funds dealers of recognized standing selected by
         the Administrative Agent for the purchase at face value of overnight
         Federal funds in an amount comparable to the principal amount owed to
         the Administrative Agent for which such rate is being determined, plus
         (y) 1/2 of 1%.

         Section 2.2. Eurodollar Loans. Each Eurodollar Loan made by a Bank
shall bear interest (computed on the basis of a year of 360 days and actual days
elapsed) on the unpaid principal amount thereof from time to time outstanding
from the date of the Borrowing of such Loan until maturity (whether by
acceleration or otherwise) at a rate per annum equal to the sum of the
Applicable Eurodollar Margin plus the Adjusted LIBOR Rate, payable on the last
day of the applicable Interest Period and at maturity (whether by acceleration
or otherwise), and, if the applicable Interest Period is longer than three
months, on the date occurring three months after the date of the Borrowing of
such Loan. The interest rate applicable to a Eurodollar Loan shall be fixed
during the Interest Period applicable to such Loan except as expressly provided
below with respect to adjustments for changes in the Applicable Eurodollar
Margin or the Eurodollar Reserve Percentage applicable to such Loan.

         "Adjusted LIBOR Rate" means a rate per annum determined in accordance
with the following formula:

         Adjusted LIBOR Rate =                    LIBOR Rate
                                    --------------------------------------
                                     100% - Eurodollar Reserve Percentage

         "LIBOR Rate" means, for any Interest Period applicable to a Borrowing
of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such
rate is available, and (b) if the LIBOR Index Rate cannot be determined, the
arithmetic average of the rates of interest per annum (rounded upwards or
downwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S.
dollars in immediately available funds are offered to the Administrative Agent
at 11:00 a.m. (London, England time) two (2) Business Days before the beginning
of such Interest Period by three (3) or more major lenders in the interbank
eurodollar market selected by the Administration Agent for a period equal to
such Interest Period and in an amount equal or comparable to the principal
amount of the Eurodollar Loan scheduled to be made by the Administrative Agent
during such Interest Period. "LIBOR Index Rate" means for any Interest Period
applicable to a Eurodollar Loan, the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for
deposits in U.S. Dollars for a


                                      -3-
<PAGE>   8
period equal to such Interest Period, which appears on the Telerate Page 3750 as
of 11:00 a.m. (London, England time) on the date two Business Days before the
commencement of such Interest Period.

         "Eurodollar Reserve Percentage" means, for any day during an Interest
Period for a Borrowing of Eurodollar Loans, the maximum rate at which reserves
(including, without limitation, any supplemental, marginal and emergency
reserves) are imposed on such day by the Board of Governors of the Federal
Reserve System (or any successor) on "Eurocurrency liabilities", as defined in
such Board's Regulation D (or in respect of any other category of liabilities
that includes deposits by reference to which the interest rate on Eurodollar
Loans is determined on any category of extension of credit or other assets that
include loans by non-United States offices of any Bank to United States
residents) subject to any amendments of such reserve requirement by such Board
or its successor, taking into account any transitional adjustments thereto. The
Adjusted LIBOR Rate shall automatically be adjusted as of the date of any change
in the Eurodollar Reserve Percentage.

         "Applicable Eurodollar Margin" means the applicable rate per annum
specified below:

         when:

<TABLE>
<CAPTION>
                                                                    APPLICABLE
                                                           AND      EURODOLLAR
               S&P                         MOODY'S                  MARGIN SHALL
CATEGORY       RATING IS                   RATING IS                BE
<S>            <C>             <C>         <C>             <C>      <C>
   a.          AA              and         Aa2                      .22%
               or higher                   or higher
   b.          AA-             and         Aa3                      .26%

   c.          A+              and         A1                       .30%

   d.          A               or          A2                       .34%
               or lower                    or lower
</TABLE>

provided, however, that the foregoing is subject to the following:

                  (i) in order to qualify for a particular category of
         Applicable Eurodollar Margin both the Moody's Rating and the S&P Rating
         required for that category of Applicable Eurodollar Margin must be
         attained and, accordingly, if one rating is lower than the other, the
         Applicable Eurodollar Margin shall be determined on the basis of the
         lower of the two ratings; and

                  (ii) changes in the Applicable Eurodollar Margin resulting
         from a change in the S&P Rating or the Moody's Rating shall become
         effective on the date of the relevant change.


                                      -4-
<PAGE>   9
         Section 2.3. Default Rate. If and so long as an Event of Default has
occurred and is continuing, each Loan shall bear interest (computed on the same
basis as in effect thereon at the time of such default) payable on demand, at a
rate per annum equal to:

                  (a) with respect to any Domestic Rate Loan, the sum of two
         percent (2%) per annum plus the Domestic Rate from time to time in
         effect; and

                  (b) with respect to any Eurodollar Loan the sum of two percent
         (2)% per annum plus the rate of interest in effect thereon at the time
         of such default until the end of the Interest Period applicable thereto
         and, thereafter, at a rate per annum equal to the sum of two percent
         (2%) per annum plus the Domestic Rate from time to time in effect.

         Section 2.4. Rate Determinations. The Agent shall determine each
interest rate applicable to the Loans hereunder in accordance herewith, and its
determination thereof shall be conclusive and binding except in the case of
manifest error or willful misconduct.

         Section 2.5. Funding Indemnity. In the event any Bank shall incur any
loss, cost or expense (including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or re-employment of deposits or other
funds acquired by such Bank to fund or maintain any Eurodollar Loan or the
relending or reinvesting of such deposits or amounts paid or prepaid to such
Bank, and any loss of profit) as a result of:

                  (a) any payment or prepayment of a Eurodollar Loan on a date
         other than the last day of its Interest Period or its due date for any
         reason and whether or not such payment is required to be made under
         this Agreement;

                  (b) any failure (because of a failure to meet the conditions
         of Section 5 hereof or otherwise) by the Company to borrow a Eurodollar
         Loan on the date specified in a notice given pursuant to this
         Agreement; or

                  (c) any failure by the Company to make any payment of
         principal on any Eurodollar Loan when due (whether by acceleration or
         otherwise),

then, upon the demand of such Bank, the Company shall pay to such Bank such
amount as will reimburse such Bank for such loss, cost or expense. If any Bank
makes such a claim for compensation, it shall provide to the the Company a
certificate executed by an officer of such Bank setting forth the amount of such
loss, cost or expense in reasonable detail (including an explanation of the
basis for and the computation of such loss, cost or expense) and such
certificate shall be deemed prima facie correct.

         Section 2.6. Change of Law. Notwithstanding any other provisions of
this Agreement or any Note, if at any time any change in applicable law or
regulation or in the interpretation thereof makes it unlawful for any Bank to
make or continue to maintain Eurodollar Loans or to give effect to its
obligations to make Eurodollar Loans as contemplated hereby, such Bank shall
promptly give notice thereof to the Company and the Administrative Agent and
such Bank's obligations to make or maintain Eurodollar Loans under this
Agreement shall terminate until it is


                                      -5-
<PAGE>   10
no longer unlawful for such Bank to make or maintain Eurodollar Loans. To the
extent required to comply with any such law as changed, the Company shall prepay
on demand the outstanding principal amount of any such affected Eurodollar
Loans, together with all interest accrued thereon and all other amounts then due
and payable to such Bank under this Agreement; provided, however, subject to all
of the terms and conditions of this Agreement, the Company may then elect to
borrow the principal amount of the affected Eurodollar Loan from such Bank by
means of a Domestic Rate Loan from such Bank that shall not be made ratably by
the Banks but only from such affected Bank. During the period when it is
unlawful for any Bank to make Eurodollar Loans, Loans shall continue to be made
in such a manner so that the percentage of each Bank's Commitment use is
identical, but the Banks affected by such illegality shall make their share of
each Borrowing which has been requested in the form of Eurodollar Loans
available in the form of a Domestic Rate Loan.

         Section 2.7. Unavailability of Deposits or Inability to Ascertain LIBOR
Rate. If on or prior to the first day of any Interest Period for any Borrowing
of Eurodollar Loans the Agent is advised by the Required Banks that deposits in
United States Dollars (in the applicable amounts) are not being offered to the
Required Banks in the relevant market for such Interest Period or that by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Adjusted LIBOR Rate or the LIBOR Rate does not
adequately reflect the cost to the Required Banks of funding their Eurodollar
Loans, then the Administrative Agent shall forthwith give notice thereof to the
Company and the Banks, whereupon until the Administrative Agent notifies the
Company that the circumstances giving rise to such suspension no longer exist,
the obligations of the Banks to make Eurodollar Loans, shall be suspended.

         Section 2.8. Increased Cost and Reduced Return. If the adoption of or
any change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

                  (a) shall subject any Bank (or its Lending Office) to any tax,
         duty or other charge with respect to its Eurodollar Loans, its Notes or
         its obligation to make Eurodollar Loans, or shall change the basis of
         taxation of payment to any Bank (or its Lending Office) of the
         principal of or interest on its Eurodollar Loans or any other amounts
         due under this Agreement in respect of its Eurodollar Loans or its
         obligation to make Eurodollar Loans (except for changes involving the
         imposition or increase of a tax on the overall net income or gross
         receipts of such Bank or its Lending Office and imposed by the
         jurisdiction or any political subdivision or taxing authority thereof,
         in which such Bank's principal executive office or its Lending Office
         is located); or

                  (b) shall impose, modify or deem applicable any reserve,
         special deposit or similar requirements (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System (but excluding with respect to any Eurodollar Loan any
         such requirement included in the applicable Eurodollar Reserve
         Percentage) against assets of, deposits with or for the account of, or
         credit extended by,


                                      -6-
<PAGE>   11
         any Bank (or its Lending Office) or shall impose on any Bank (or its
         Lending Office) or on the United States market for certificates of
         deposit or the offshore interbank market any other condition affecting
         its Eurodollar Loans, its Notes or its obligation to make Eurodollar
         Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Eurodollar Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Note with respect thereto, then,
within fifteen (15) days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction. A certificate of any Bank claiming compensation under this Section
2.8 and setting forth the additional amount or amounts to be paid to it
hereunder shall be prima facie correct. In determining such amount, such Bank
may use any reasonable averaging and attribution methods.

         Section 2.9. Lending Offices. Each Bank may, at its option, elect to
make its Loans hereunder at the branch, office or affiliate specified on the
appropriate signature page hereof (each a "Lending Office") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
as it may from time to time elect and designate in a notice to the Company and
the Administrative Agent (but such funds shall in any event be made available to
the Borrower at the office of the Agent as herein provided for).

         Section 2.10. Discretion of Bank as to Manner of Funding.
Notwithstanding any other provision of this Agreement, each Bank shall be
entitled to fund and maintain its funding of all or any part of its Loans in any
manner it sees fit, it being understood, however, that for the purposes of this
Agreement all determinations under this Agreement shall be made as if each Bank
had actually funded and maintained each Eurodollar Loan through the purchase of
deposits in the relevant market having a maturity corresponding to such Loan's
Interest Period and bearing an interest rate equal to the LIBOR Rate for such
Interest Period.

         Section 2.11. Exemptions from Withholding. (a) U.S. Withholding Tax
Exemptions. Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) shall submit to the Company and the
Administrative Agent duly completed and signed copies of either Form 1001
(relating to such Bank and entitling it to a complete exemption from withholding
on all amounts to be received by such Bank, including fees, pursuant to this
Agreement and its Loans) or Form 4224 (in duplicate) (relating to all amounts to
be received by such Bank, including fees, pursuant to this Agreement and its
Loans) of the United States Internal Revenue Service. Thereafter and from time
to time, each such Bank shall submit such additional duly completed and signed
copies of one or the other of such forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) and
duly updated forms as the Company or Administrative Agent may notify such Bank
are required under then-current United States law or regulations to avoid United
States withholding taxes on payments in respect of all amounts to be received by
such Bank, including fees, pursuant to this Agreement or the Loans.


                                      -7-
<PAGE>   12
         (b) Inability of Bank to Submit Forms. If any Bank determines, as a
result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit any form or
certificate that such Bank is obligated to submit pursuant to subsection (a) of
this Section 2.11 or that such Bank is required to withdraw or cancel any such
form or certificate previously submitted or any such form or certificate
otherwise becomes ineffective or inaccurate, such Bank shall promptly notify the
Company and the Administrative Agent of such fact and such Bank shall to that
extent not be obligated to provide any such form or certificate and will be
entitled to withdraw or cancel any affected form or certificate, as applicable.
In the event any Bank so notifies the Company and the Administrative Agent, such
Bank agrees that it will at any time thereafter at the request of the Company
assign its Notes and rights and obligations hereunder to another lender
designated by the Company and approved by the Administrative Agent (which
approval will not be unreasonably withheld) under and pursuant to Section 10.11
hereof (except that the $2,500,000 assignment minimum shall not apply) upon
payment to it of the amount of principal and accrued and unpaid interest and
fees owing it as of the date such assignment becomes effective and any amount
which would be due it hereunder had its Eurodollar Loans been prepaid rather
than assigned.

SECTION 3.        OTHER PROVISIONS APPLICABLE TO ALL LOANS.

         Section 3.1. Maturity of Loans. Each Eurodollar Loan shall mature and
become due and payable on the last day of the Interest Period applicable
thereto, provided that, subject to the terms and conditions of this Agreement,
such Eurodollar Loan may be refunded through a Refunding Borrowing. Each
Domestic Rate Loan shall mature and become due and payable on the Termination
Date.

         Section 3.2. The Notes. (a) All Loans made to the Company by a Bank
shall be evidenced by a promissory note of such Borrower in the form of Exhibit
A hereto (individually a "Note" and collectively the "Notes"), each such Note to
be dated the date hereof, payable to the order of the applicable Bank in the
principal amount of its Commitment and otherwise in the form of Exhibit A
hereto.

         (b) Each Bank shall record on its books and records or on a schedule to
its Note the amount of each Loan made by it to the Company, the Interest Period
and/or maturity date thereof, all payments of principal and interest and the
principal balance from time to time outstanding thereon, the type of such Loan
and, in respect of any Eurodollar Loan, the interest rate and Interest Period
applicable thereto; provided that prior to the transfer of any Note such
information relating to any outstanding Loans made by such Bank shall be
recorded on the back of such Note or on a schedule to such Note. The record
thereof, whether shown on such books and records of a Bank or on a schedule to
any Note, shall be prima facie evidence as to all such matters; provided,
however, that the failure of any Bank to record any of the foregoing or any
error in any such record shall not limit or otherwise affect the obligation of
the Borrower hereunder or under any Note.

         Section 3.3. Commitment Fee. For the period from the date hereof to and
including the Termination Date, the Company shall pay to the Administrative
Agent for the ratable account of the Banks a commitment fee at the rate of .07%
per annum (computed on the basis of a year of


                                      -8-
<PAGE>   13
365/366 days for the actual number of days elapsed) on the average daily unused
amount of the Commitments, such fee to be payable in arrears on the last
Business Day of each March, June, September and December to and including, and
on, the Termination Date provided that if the Commitments terminate in whole or
in part prior to the Termination Date any accrued and unpaid Commitment fee on
the amount of the Commitments so terminated shall be paid on the date of such
termination.

         Section 3.4. Administrative Agent's Fee. The Company shall pay to the
Administrative Agent for its own use and benefit such agency and other fees as
the Company and the Administrative Agent may mutually agree.

         Section 3.5. Voluntary Prepayments. The Company shall have the
privilege of prepaying the Notes issued by it in whole or in part (but if in
part then in an aggregate minimum amount for all Banks of $10,000,000) at any
time upon one Business Day's prior notice to the Administrative Agent (such
notices, if received subsequent to 10:00 A.M. New York time on a given day, to
be treated as though received at the opening of business on the next Business
Day), which shall promptly so notify the Banks, by paying to the Administrative
Agent for the account of the Banks the principal amount to be prepaid and (i) if
such prepayment prepays the Notes in full or is a prepayment of a Eurodollar
Loan, accrued interest thereon to the date fixed for prepayment and (ii) any
amount due the Banks under Section 2.5 hereof.

         Section 3.6. Terminations. The Company shall have the privilege at any
time and from time to time upon three (3) Business Days' prior notice to the
Administrative Agent (which shall promptly notify the Banks) to ratably
terminate the Commitments in whole or in part (but if in part then in a minimum
amount of $5,000,000 or an integral multiple thereof) and on the date of
termination and as a condition thereto the Company shall pay to the
Administrative Agent for the account of the Banks (i) any amount due under
Section 3.3 hereof in respect of such termination and (ii) the amount necessary
to reduce the unpaid principal balance of the Notes to the amount of the
Commitments as so reduced, together with interest thereon if such amount prepays
the Notes in full or prepays a Eurodollar Loan and with any amount due the Banks
under Section 2.5 hereof. No termination of the Commitments may be reinstated.

         Section 3.7. Capital Adequacy. If any Bank shall determine that any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof or compliance by such Bank (or its
Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital as a consequence of its Commitment or other obligations
hereunder or credit extended by it hereunder to a level below that which such
Bank could have achieved but for such adoption, change or compliance (taking
into consideration such Bank's policies with respect to capital adequacy), then
from time to time as specified by such Bank the Company shall pay to such Bank,
such additional amount or amounts as will compensate such Bank for such
reduction. A certificate of any Bank claiming compensation under this Section
3.7 and setting forth the additional amount or amounts


                                      -9-
<PAGE>   14
to be paid to it hereunder shall be prima facie evidence thereof. In determining
such amount, such Bank may use any reasonable averaging and attribution methods.

         Section 3.8. Place and Application of Payments. All payments of
principal of and interest on the Loans and all payments of commitment fees and
all other amounts payable under this Agreement shall be made to the
Administrative Agent by no later than 11:00 a.m. (New York time) at the
principal office of the Administrative Agent in Chicago, Illinois (or such other
location in the State of Illinois or New York as the Agent may designate to the
Borrower) for the benefit of the Banks. All such payments shall be made in
lawful money of the United States of America, in immediately available funds at
the place of payment, without setoff or counterclaim and without reduction for,
and free from, any and all present or future taxes, levies, imposts, duties,
fees, charges, deductions, withholdings, restrictions or conditions of any
nature imposed by any government or any political subdivision or taxing
authority thereof (other than taxes on the overall income or gross receipts of
any Bank or its Lending Office and imposed by the jurisdiction or any political
subdivision or taxing authority thereof, in which such Bank's principal
executive office or its Lending Office is located). The Administrative Agent
will on the day such funds are received, subject to unavoidable delays, cause to
be distributed like funds relating to the payment of principal or interest
(ratably in accord with the respective amount of principal and interest then due
and owing each Bank) or fees (ratably in accord with the amount owing each) to
the Banks, and like funds relating to the payment of any other amount payable to
such Bank, in each case to be applied in accordance with the terms of this
Agreement. Unless the Company otherwise directs, principal prepayments shall be
applied first to the Domestic Rate Loans and then to the Eurodollar Loans in the
order of their maturity. Unless the Agent shall have been notified by the
Company prior to the date a payment of principal or interest is due hereunder
that the Company does not intend to make such payment (the right of the Company
to give such a notice to be to only avoid the application of this sentence and
to not in any manner imply that the Company has a right not to make a payment of
principal or interest as and when the same becomes due) the Administrative Agent
may assume that the Company has made such payment available to the
Administrative Agent on such date and the Administrative Agent may in reliance
upon such assumption distribute an amount equal to the amount of such payment to
the Banks. If such payment is not in fact made available to the Administrative
Agent by the Company and the Administrative Agent has made the amount of such
payment available to the Banks, each Bank shall promptly upon demand of the
Administrative Agent return the amount of the payment so remitted to it to the
Administrative Agent together with interest thereon in respect of each day
during the period commencing on the date such amount was paid to such Bank and
ending on but excluding the date the Administrative Agent recovers such amount
from such Bank at a rate per annum equal to the Federal Funds rate for each day
as determined by the Administrative Agent using the principle set forth in
clause (ii)(x) of the definition of the term "Domestic Rate" (or in the case of
a day which is not a Business Day, then for the preceding Business Day).

         Section 3.9. Funding by Administrative Agent. Unless the Administrative
Agent shall have been notified by a Bank prior to noon (New York time) on the
date a Borrowing is to be made that such Bank does not intend to make its Loan
available to the Administrative Agent (which notice a Bank shall not be entitled
to give unless a condition precedent to lending has not been satisfied or
waived), the Administrative Agent may assume that such Bank has made such Loan
available to the Administrative Agent on such date and the Administrative Agent
may in


                                      -10-
<PAGE>   15
reliance upon such assumption make available to the applicable Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Bank and the Administrative Agent has made
such amount available to the Company, the Administrative Agent shall be entitled
to receive such amount from such Bank forthwith upon its demand, together with
interest thereon in respect of each day during the period commencing on the date
such amount was made available to the Company and ending on but excluding the
date the Administrative Agent recovers such amount at a rate per annum equal to
the Federal Funds rate for each day as determined by the Administrative Agent
using the principles set forth in clause (ii)(x) of the definition of the term
"Domestic Rate" (or in the case of a day which is not a Business Day, then for
the preceding Business Day). If such Bank has not made such funds available
within one Business Day of the Agent's demand therefor, the Company shall,
promptly upon demand of the Administrative Agent, return such funds to it
together with interest thereon at the same daily rate per annum specified in the
immediately preceding sentence.

SECTION 4.        REPRESENTATIONS AND WARRANTIES.

         The Company represents and warrants to each of the Banks as follows:

         Section 4.1. Corporate Organization and Authority. The Company and each
Subsidiary,

                  (a) is a corporation duly organized, validly existing and in
         good standing under the laws of the state of its organization
         identified herein;

                  (b) has all requisite power and authority and all licenses and
         permits necessary in any respect material to it taken as a whole to own
         and operate its material properties and to carry on its business as now
         conducted; and

                  (c) is duly licensed or qualified and is in good standing as a
         foreign corporation in each jurisdiction in which the nature of the
         business transacted by it or the nature of the property owned or leased
         by it makes such licensing or qualification necessary if the failure to
         be so licensed or qualified would materially and adversely affect its
         business, properties or operations.

         Section 4.2. Financial Statements. (a) The consolidated balance sheet
of the Company and its Subsidiaries as at December 31, 1998, and the related
statement of income for the fiscal year ending on such date reported on by Price
Waterhouse and the unaudited consolidated balance sheet of the Company and its
Subsidiaries as at March 31, 1999 and the related statements of income and cash
flow for the three-month period then ended (copies of which have been furnished
to the Banks), have been prepared in accordance with AAP consistently applied
and present fairly in accordance with AAP the financial condition of the Company
and its Subsidiaries as of such dates and the results of operations and changes
in the financial position for such fiscal periods.

         (b) Since December 31, 1998 there has been no material adverse change
in the financial condition or business of the Company and its Subsidiaries taken
as a whole, from the most recent above-described balance sheet as of such date.


                                      -11-
<PAGE>   16
         Section 4.3. Full Disclosure. The financial statements referred to in
Section 4.2 hereof and Schedule 4.3 hereof do not, nor do the written
statements, if any, furnished by the Company to any Bank in connection with the
negotiation of or its participation in this Agreement, taken as a whole, contain
any untrue statement of a material fact or omit a material fact necessary to
make the material statements contained therein not misleading except as
corrected in subsequent written statements furnished the Banks, the Banks
acknowledging that as to any projections furnished to any Bank, the Company
represents only that such projections were made on the basis of assumptions the
Company believes to be reasonable.

         Section 4.4. Restrictions on the Company. The Company is not a party to
or bound by any note, contract, indenture, agreement, instrument, order of any
court or governmental agency, law or rule or regulation which (i) restricts or
limits in any material respect the right or ability of the Company to incur the
indebtedness and obligations contemplated herein or (ii) which would render any
of the Company's obligations hereunder or under the Notes void or unenforceable.

         Section 4.5. Pending Litigation. Except as set forth on Schedule 4.5,
there are no proceedings pending or, to the knowledge of the Company threatened
against the Company or its Subsidiaries in any court or before any governmental
authority or arbitration board or tribunal in which, either individually or in
the aggregate, there is a reasonable possibility of an adverse decision which
could result in any material adverse change in the properties, business, profits
or financial condition of the Company and its Subsidiaries or could result in
the Company's obligations under this Agreement or the Notes being declared
invalid or unenforceable. The Company and its Subsidiaries are not in default
with respect to any order of any court or governmental authority or arbitration
board or tribunal.

         Section 4.6. Licenses and Franchises. The Company and its Subsidiaries
own or possess all patents, trademarks, trade names, service marks, copyrights,
licenses, franchises and rights necessary and material to them for the conduct
of their business, without any known conflict by, or with the rights of, others.

         Section 4.7. Financing is Legal and Authorized. The execution and
delivery of this Agreement, the Borrowings hereunder, the issuance of the Notes
in evidence thereof and compliance by the Company with all of the provisions
hereof and of the Notes:

                  (a) are within the corporate powers of the Company and have
         been duly authorized by proper corporate action on the part of the
         Company; and

                  (b) will not (i) violate any provisions of any law or any
         order of any court or governmental authority or agency and will not
         conflict with or result in any breach of any of the terms, conditions
         or provisions of, or constitute a default under, the Articles of
         Incorporation or By-laws of the Company or any indenture or other
         agreement or instrument to which the Company or Subsidiary thereof is a
         party or by which it may be bound if the violation, conflict or default
         in question (aa) could reasonably be expected to have or does have a
         material adverse effect on the financial condition or business of the
         Company or its Subsidiaries or on the ability of the Company to perform
         its obligations hereunder and under the Notes or (ab) would render any
         of the Company's obligations


                                      -12-
<PAGE>   17
         hereunder or under the Notes void or unenforceable or (ii) result in
         the imposition of any Liens on any property of the Company or any
         Subsidiary thereof not permitted hereby.

         Section 4.8. Agreement and Notes Valid and Binding. This Agreement and
the Notes each constitute the legal, valid and binding contract and agreement of
the Company enforceable in accordance with their respective terms except as such
terms may be limited by bankruptcy, insolvency or similar laws and legal and
equitable principles affecting or limiting the enforcement of creditor's rights
generally.

         Section 4.9. No Defaults. No Default or Event of Default has occurred
and is continuing.

         Section 4.10. Governmental Consent. No approval, authorization, consent
or withholding of objection on the part of any regulatory body, state, federal
or local, is necessary in connection with the execution and delivery by the
Company of this Agreement, the issuance of the Notes, any Borrowing hereunder,
compliance by the Company with any of the provisions of this Agreement or the
Notes or for the validity or enforceability of this Agreement or the Notes
except for any of such which have been obtained and are in full force and
effect.

         Section 4.11. Taxes. All tax returns required to be filed by the
Company and its Subsidiaries in any jurisdiction have, in fact, been filed,
except where the failure to file such returns would not have a material adverse
effect on the Company and its Subsidiaries as a whole or on the Company's
ability to perform its obligations hereunder and under the Notes. All taxes,
assessments, fees and other governmental charges upon the Company and its
Subsidiaries or upon any of their properties, income or franchises which are
shown to be due and payable in such filed returns have been paid. For all
taxable years ending on or before December 31, 1990, the Federal income tax
liability of the Company and, for all taxable years ending on or before December
31, 1991, the Federal income tax liability of the Company's Subsidiaries, have
been satisfied and the statutes of limitations on assessment of additional
Federal income tax has expired. The Company does not know of any proposed
additional federal or state tax assessment against it or a Subsidiary for which
adequate provision has not been made in its accounts in accordance with AAP. The
provisions for taxes on the books of the Company and its Subsidiaries are
adequate in all material respects for all open years, and for its current fiscal
year.

         Section 4.12. Not an Investment Company. The Company is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

         Section 4.13. Use of Proceeds. None of the proceeds of the Loans will
be used, directly or indirectly for the purpose, whether immediate, incidental
or ultimate, of purchasing or carrying any "margin stock," within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System. The
Company is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
margin stock within the meaning of such Regulation U.

         Section 4.14. ERISA. No "employee pension benefit plans," as defined in
ERISA ("Plans" and individually a "Plan"), maintained by the Company or any
Subsidiary or any Person


                                      -13-
<PAGE>   18
which is under common control with the Company or any Subsidiary thereof within
the meaning of Section 4001(b) of ERISA, nor any trusts created thereunder, have
incurred any "accumulated funding deficiency" as defined in Section 302 of ERISA
nor does the present value of all benefits vested under all Plans exceed the
value of the assets of the Plans allocable to such vested benefits, in either
case in any respect material to the Company and the Primary Subsidiaries.

         Section 4.15. Compliance with Law. The Company and its Subsidiaries are
not (i) in default under any order, writ, injunction or decree of any court of
competent jurisdiction or (ii) in default under any law, ordinance, order,
regulation, license or demand of any federal, state, municipal or other
governmental agency, which default may, in each case, reasonably be expected to
have consequences which would materially and adversely affect the business or
properties of the Company and its Subsidiaries taken as a whole.

         Section 4.16. Pari Passu. All the payment obligations of the Company
arising under or pursuant to this Agreement and the Notes will at all times rank
pari passu with or senior to all other unsecured and unsubordinated obligations
of the Company and will be accounted for as an unsubordinated liability.

         Section 4.17. Ratings. As of the date hereof the Company has a Moody's
Rating of not less than Aa3 and an S&P Rating of not less than AA.

         Section 4.18. Year 2000 Compliance. The Company has conducted a
comprehensive review and assessment of the computer applications of the Company
and its Subsidiaries and has made inquiry of its and their material suppliers,
vendors (including data processors) and customers, with respect to any defect in
computer software, data bases, hardware, controls and peripherals related to the
occurrence of the year 2000 or the use at any time of any data which is before,
on or after December 31, 1999, in connection therewith. Based on the foregoing
review, assessment and inquiry, the Company believes that no such defect could
reasonably be expected to have a material adverse effect on the business or
financial affairs of the Company and its Subsidiaries on a consolidated basis.

SECTION 5.        CONDITIONS PRECEDENT.

         Section 5.1. Conditions to Effectiveness. The obligation of the Banks
to make the initial Loans hereunder shall be subject to the satisfaction of the
following conditions precedent:

                  (a) the Agent shall have received an opinion of John T.
         Mulrain, Esquire, counsel to the Company covering the matters set forth
         on Exhibit B hereto;

                  (b) the Agent shall have received for each Bank a Note of the
         Company in the amount of such Bank's Commitment and a Note of each
         Borrower for such Bank, each properly signed and completed;

                  (c) the Administrative Agent shall have received copies
         (executed or certified as may be appropriate) of all legal documents or
         proceedings taken in connection with the execution and delivery of this
         Agreement and the Notes to the extent the Banks or their


                                      -14-
<PAGE>   19
         counsel may reasonably request, together with a certificate of the
         secretary or any assistant secretary of the Company attesting to the
         incumbency and specimen signatures of the officers of the Company
         executing this Agreement and the Notes and authorized to act hereunder;

                  (d) the Administrative Agent shall have received a copy of the
         charter and by-laws of the Company; and

                  (e) legal matters incident to the execution and delivery of
         this Agreement and the Notes shall be reasonably satisfactory to the
         Banks and their counsel.

         Section 5.2. All Loans. The obligation of the Banks to make any Loan
hereunder (including the initial Loans) shall be subject to the following
conditions precedent:

                  (a) the Administrative Agent shall have received the notice
         required hereunder;

                  (b) each of the representations and warranties set forth in
         Section 4 hereof shall be and remain true and correct as of said time
         except to the extent such a representation or warranty relates solely
         to an earlier date and except that the representations and warranties
         made in the first sentence of Section 4.2(a) shall be deemed to refer
         to the most recent quarterly or annual report, respectively, furnished
         to the Banks pursuant to Section 6.6 hereof; and

                  (c) no Default or Event of Default shall have occurred and be
         continuing or will occur as a result of making such Loan.

         Each notice requesting that a Loan be made shall be and constitute a
warranty as to the matters specified in subsections (b)and (c) above, but prior
to funding, the Company shall confirm the foregoing by delivering a certificate
to the Administrative Agent in the form annexed hereto as Exhibit C signed by an
Authorized Representative, it being agreed that such certificate may be
delivered by facsimile communication, with the original delivered by the close
of business on the Business Day following the date of funding.

SECTION 6.        COMPANY COVENANTS.

         The Company agrees that, so long as any Note is outstanding hereunder
or any credit is available to or in use by the Company hereunder, except to the
extent compliance in any case or cases is waived in writing by the Required
Banks:

         Section 6.1. Corporate Existence, Etc. The Company will, and (subject
to Section 6.11 hereof) will cause each Subsidiary to, preserve and keep in
force and effect its corporate existence and all material franchises, licenses
and permits necessary to the proper conduct of its business; provided, however,
that the Company and its Subsidiaries shall not be required to preserve any such
franchise, license or permit if the Company or such Subsidiary shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole.


                                      -15-
<PAGE>   20
         Section 6.2. Insurance. The Company will, and will cause its
Subsidiaries to, maintain insurance coverage by financially sound and reputable
insurers in such forms and amounts, with such deductibles and against such
risks, as are customary for business entities of established reputation engaged
in the same or a similar business and owning and operating similar properties.

         Section 6.3. Taxes, Compliance with Laws. (a) The Company will, and
will cause its Subsidiaries to, promptly pay and discharge all lawful taxes,
assessments and governmental charges or levies imposed upon it or upon or in
respect of all or any part of its property or business; provided the Company and
its Subsidiaries shall not be required to pay any such tax, assessment, charge,
levy or claim if (i) the validity, applicability or amount thereof is being
contested in good faith by appropriate actions or proceedings and either (aa)
such proceedings will prevent the forfeiture or sale of any property of the
Company and its Subsidiaries or any material interference with the use thereof
by the Company and its Subsidiaries or any material interference with the
conduct of the business of the Company and its Subsidiaries or (ab) no such
forfeiture, sale or interference has occurred or is reasonably likely to occur
and (ii) the Company or the Subsidiary shall have set aside on its books
reserves deemed by the Company in its reasonable business judgment to be
adequate with respect thereto or such greater amount as may be required by AAP.

(b) The Company will, and will cause its Subsidiaries to, comply, in all
material respects, with all laws, ordinances and governmental rules and
regulations to which it is subject, the violation of which would materially and
adversely affect the properties, business, profits or financial condition of the
Company and its Subsidiaries taken as a whole.

         Section 6.4. Maintenance of Properties. The Company will maintain,
preserve and keep, and cause each Subsidiary thereof to maintain, preserve and
keep, its properties which are necessary to it for the conduct of its business
in good repair and working order (ordinary wear and tear excepted) and from time
to time will make all necessary repairs, replacements, renewals and additions so
that at all times the efficiency thereof shall be maintained.

         Section 6.5. Nature of Business. The Company will not, and will not
permit any Subsidiary to, engage in any business or activity or acquire all or
any substantial part of any Person or of the assets or business of any Person
if, as a result, the general nature of the business which would then be engaged
in by the Company and its Subsidiaries would be substantially changed from the
general nature of the business engaged in by the Company and its Subsidiaries on
the date of this Agreement.

         Section 6.6. Reports and Rights of Inspection. The Company will, and
will cause its Subsidiaries to, keep proper books of record and account in which
full and correct entries will be made of all dealings or transactions of or in
relation to the business and affairs of the Company and its Subsidiaries in
accordance with AAP and will furnish to the Banks:

                  (a) Quarterly Statements. As soon as available and in any
         event within 60 days after the end of each quarterly fiscal period of
         each fiscal year, copies of:


                                      -16-
<PAGE>   21
                           (1) a statutory balance sheet of the Company as of
                  the close of such quarterly period, and

                           (2) a statutory statement of income of the Company
                  for such quarterly period and for the portion of the fiscal
                  year then ended,

         in each case setting forth in comparative form the figures for or as of
         the end of the preceding fiscal year, all in reasonable detail and
         certified as presenting fairly in accordance with AAP the financial
         condition of the Company as of the end of such period and the results
         of operations for such period by an Authorized Representative;

                  (b) Annual Statements of the Company. As soon as available and
         in any event within 120 days after the close of each fiscal year of the
         Company, copies of:

                           (1) a consolidated balance sheet of the Company and
                  its Subsidiaries as of the close of such fiscal year, and

                           (2) consolidated statements of income and cash flows
                  of the Company and its Subsidiaries for such fiscal year,

         in each case setting forth in comparative form the figures for or as of
         the end of (as appropriate) the preceding fiscal year and prepared in
         accordance with AAP, all in reasonable detail and accompanied by an
         opinion thereon of Price Waterhouse or another firm of independent
         public accountants of recognized national standing, selected by the
         Company (the "Auditors") and reasonably acceptable to the
         Administrative Agent, to the effect that the financial statements have
         been prepared in accordance with AAP (except for changes in application
         in which such accountants concur) and present fairly in all material
         respects in accordance with AAP the financial condition of the Company
         and its Subsidiaries as of the end of such fiscal year and the results
         of their operations for the fiscal year then ended and that the
         examination of such accountants in connection with such financial
         statements has been made in accordance with generally accepted auditing
         standards and, accordingly, included such tests of the accounting
         records and such other auditing procedures as were considered necessary
         in the circumstances;

                  (c) Notice of Downgrade. Promptly upon becoming aware of same,
         notice of any downgrade by any rating agency in its financial strength
         rating for the Company;

                  (d) Annual Reports. Promptly upon it becoming available, a
         copy of each annual statement filed by the Company with the insurance
         department of the State of New York;

                  (d) Requested Information. With reasonable promptness, such
         other data and information as any Bank may reasonably request;

                  (f) Officers' Certificates. Within the periods provided in
         paragraphs (a) and (b) above, a certificate of an Authorized
         Representative stating that he has reviewed the


                                      -17-
<PAGE>   22
         provisions of this Agreement and setting forth: (i) the information and
         computations (in sufficient detail) required in order to establish
         whether the Company was in compliance with the requirements of Sections
         6.7(b), 6.8 and 6.9, both inclusive, hereof at the end of the period
         covered by the financial statements then being furnished, and (ii) to
         the best of his knowledge, whether there exists on the date of the
         certificate or existed at any time during the period covered by such
         financial statement any Default or Event of Default and, if any such
         condition or event exists on the date of the certificate or existed
         during such period, specifying the nature and period of existence
         thereof and the action the Company is taking, has taken or proposes to
         take with respect thereto; and

                  (g) Certain Notices. Promptly after knowledge thereof shall
         have come to the attention of any Authorized Representative:

                           (i) notice of any Default or Event of Default
                  specifying the nature and period of existence thereof and the
                  action the Company is taking, has taken or proposes to take
                  with respect thereto;

                           (ii) notice of any pending or overtly threatened
                  litigation or governmental proceeding against the Company or
                  any Subsidiary which in the good faith judgment of the Company
                  involves a reasonable possibility of materially and adversely
                  affecting the financial condition of the Company and its
                  Subsidiaries taken as a whole or the ability of the Company to
                  perform its obligations hereunder and under the Notes or the
                  validity or enforceability of any of the Company's obligations
                  hereunder or under the Notes; and

                           (iii) notice of the occurrence of any other event or
                  condition which in the reasonable judgment of the Company
                  materially and adversely affects the financial condition or
                  business prospects of the Company and its Subsidiaries taken
                  as a whole.

Without limiting the foregoing, the Company will permit each Bank (or such
persons as any Bank may designate), to visit and inspect, under the Company's
reasonable guidance, any of the properties of the Company, to examine all its
books of account, records, reports and other papers, to make copies and extracts
therefrom (except with respect to confidential proprietary nonfinancial
information), and to discuss its affairs, finances and accounts with its
respective officers and employees and auditors, all at such reasonable times and
as often as may be reasonably requested.

         Section 6.7. Limitation on Liens. The Company will not, and will not
permit any Subsidiary to, create or incur, or suffer to be incurred or to exist,
any Lien of any kind on its Property, whether now owned or hereafter acquired,
or upon any income or profits therefrom, or transfer any Property for the
purpose of subjecting the same to the payment of obligations in priority to the
payment of its or their general creditors, or acquire or agree to acquire, any
Property or assets upon conditional sales agreements or other title retention
devices, except:


                                      -18-
<PAGE>   23
                  (a) Liens incurred in the ordinary course of business (x) for
         taxes, assessments or other governmental charges or levies not at the
         time delinquent or thereafter payable without penalty or being
         contested in good faith in compliance with Section 6.3 hereof, (y) to
         carriers, warehousemen, mechanics, materialmen and landlords for sums
         not overdue for a period of 45 days or more or being contested in good
         faith, or (z) for workmen's compensation, unemployment insurance or
         other forms of governmental insurance or benefits;

                  (b) Liens on real property and related assets granted to any
         home loan bank, provided that the aggregate amount of Debt secured by
         all such Liens, when taken together with the aggregate amount of
         Adjusted Debt secured by Liens permitted by clause (g) of this Section
         6.7 shall not exceed $100,000,000 (or its equivalent in any other
         currency) at any one time outstanding;

                  (c) any Lien (including judgment liens) arising pursuant to
         any order of attachment, distraint or similar legal process arising in
         connection with court proceedings so long as the execution or other
         enforcement thereof is effectively stayed and the claims secured
         thereby are being contested in good faith by appropriate proceedings
         and are either covered in full (subject to a deductible in an amount
         which, if paid, would not have a material adverse effect on the
         financial condition of the Company and its Subsidiaries), by insurance
         as to which the carrier admits liability or the amount secured by such
         Lien and not so covered by insurance is less than $10,000,000 in the
         aggregate (or its equivalent in any other currency);

                  (d) any Lien resulting from deposits which the Company or a
         Subsidiary thereof is required to make under the laws, rules,
         regulations or administrative practices of any state or jurisdiction in
         which the Company or such Subsidiary is qualified to do business;

                  (e) easements (including, without limitation, reciprocal
         easement agreements and utility agreements), rights-of-way, covenants,
         consents, reservations, encroachments, variations and other
         restrictions, charges or encumbrances (whether or not recorded)
         affecting the use of real property, which do not materially detract
         from the value of such property or impair the use thereof;

                  (f) Liens on assets acquired by the Company or a Subsidiary
         thereof in satisfaction of past due obligations owing it which were in
         existence at the time of acquisition, provided that neither the Company
         nor any Subsidiary assumes liability for the indebtedness secured by
         such Liens; and

                  (g) Liens not otherwise permitted by this Section 6.7 securing
         liabilities not in excess of $5,000,000 at any one time outstanding.

         Section 6.8. Total Debt to Adjusted Capital. The Company will not at
any time permit the consolidated Debt of the Company and its Subsidiaries to
exceed 75% of Adjusted Capital.


                                      -19-
<PAGE>   24
         Section 6.9. Risk Based Capital. The Company will maintain a minimum
Risk Based Capital Ratio of not less than 1.75 to 1.

         Section 6.10. ERISA Compliance.

         (a) Relationship of Vested Benefits to Pension Plan Assets. The Company
will, and will cause its Subsidiaries to, at all times maintain the qualified
status of those Plans which are intended to be qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code"). The Company will
not, and will not permit any Subsidiary to, at any time terminate any Plan
subject to Title IV of ERISA unless on the date of such termination the present
value of all employee benefits vested under such Plan does not exceed the
present value of the assets allocable to such vested benefits.

         (b) Valuations. All assumptions and methods used to determine the
actuarial valuation of vested employee benefits under Plans subject to Title IV
of ERISA at any time maintained by any one or more of the Company or its
Subsidiaries and the present value of assets of such Plans shall be reasonable
in the good faith judgment of the Company and shall comply with all requirements
of law in all material respects.

         (c) Prohibited Actions. Neither the Company nor any Subsidiary thereof
nor any Plan at any time maintained by the Company or any such Subsidiary will:

                  (1) engage in any "prohibited transaction" (as such term is
         defined in Section 406 or Section 2003(a) of ERISA) which is not
         entitled to an exemption under ERISA or the Code;

                  (2) incur any "accumulated funding deficiency" (as such term
         is defined in Section 302 of ERISA) whether or not waived; or

                  (3) terminate any such Plan in a manner which could result in
         the imposition of a Lien on the Property of the Company or any
         Subsidiary thereof pursuant to Section 4068 of ERISA.

         Section 6.11. Mergers, Consolidations and Sales of Assets. The Company
will not, and will not permit any 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
Company or a Subsidiary, (iii) mergers of a Subsidiary with and into the Company
and other mergers not involving the Company, or (iv) the sale of all or any
substantial part of the assets of, or of the equity interests held by the
Company in, any 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.


                                      -20-
<PAGE>   25
         Section 6.12. Year 2000 Assessment. The Company shall take all actions
necessary and commit adequate resources to assure that its computer-based and
other systems (and those of all Subsidiaries) are able to effectively process
dates, including dates before, on and after January 1, 2000, without
experiencing any Year 2000 Problem that could cause a material adverse effect on
the business or financial affairs of the Company and its Subsidiaries taken on a
consolidated basis. At the request of the Administrative Agent, the Company will
provide the Administrative Agent with written assurances and substantiations
(including, but not limited to, the results of internal or external audit
reports prepared in the ordinary course of business) reasonably acceptable to
the Administrative Agent as to the capability of the Company and its
Subsidiaries to conduct its and their businesses and operations before, on or
after January 1, 2000, without experiencing a Year 2000 Problem causing a
material adverse effect.

SECTION 7.        EVENTS OF DEFAULT AND REMEDIES.

         Section 7.1. Events of Default. Any one or more of the following shall
constitute an Event of Default:

                  (a) Default in the payment when due of any principal amount of
         any Note or any Loan evidenced thereby or default for two Business Days
         in the payment when due of any interest thereon or any other amount
         payable by the Company hereunder; or

                  (b) Default shall be made in the payment of the principal of
         or interest on any Debt of the Company or any Subsidiary in an amount
         in excess of $1,000,000 (or its equivalent in any other currency) as
         and when the same shall become due and payable by the lapse of time, by
         declaration, by call for redemption or otherwise, and such default
         shall continue beyond any period of grace or notice, if any, allowed
         with respect thereto or any other default shall have occurred under the
         terms of any instrument or agreement evidencing or setting forth terms
         and conditions applicable to Debt of the Company or any Subsidiary in
         an amount in excess of $1,000,000 (or its equivalent in any other
         currency), such default shall have been declared by the requisite
         holder or holders of such Debt and any period of grace applicable
         thereto shall have expired; or

                  (c) Default shall be made in the payment when due of any
         amount payable by the Company or Subsidiary thereof under any policy of
         insurance, surety bond or similar undertaking, provided that the
         failure to pay a disputed claim shall not be an Event of Default
         hereunder if and so long as the Company or the applicable Subsidiary is
         contesting such claim in good faith by appropriate actions or
         proceedings and, if the amount involved is material, the Company or the
         applicable Subsidiary shall have set aside on its books reserves deemed
         by the Company in its reasonable judgment to be adequate with respect
         thereto or such greater amount as may be required by AAP; or

                  (d) Default shall occur in the observance or performance of
         any covenant or agreement contained in Section 6.11 hereof; or

                  (e) Default shall occur in the observance or performance of
         any other provision of this Agreement which is not remedied within 20
         days after the date on which


                                      -21-
<PAGE>   26
         notice of such default is first given to the Company by the
         Administrative Agent or any Bank; or

                  (f) Any representation or warranty made or deemed made by the
         Company herein, or in any statement or certificate furnished in
         connection with this Agreement or any Loan or furnished pursuant
         hereto, is untrue in any material respect as of the date of the
         issuance or making (or deemed issuance or making) thereof; or

                   (g) Final judgment or judgments for the payment of money not
         fully covered by insurance as to which the carrier has admitted,
         accepted or assumed liability aggregating in excess of $5,000,000 (or
         its equivalent in any other currency) is or are outstanding against the
         Company or any Subsidiary thereof or against any of their Property
         (other than judgments which are nonrecourse as to the Company and its
         Subsidiaries and are outstanding only against Property acquired by the
         Company in satisfaction of past due obligations owing it) and any one
         of such judgments has remained unpaid, unvacated, unbonded or unstayed
         by appeal or otherwise for a period of 30 days from the date of its
         entry; or

                  (h) the Company shall cease to be a mutual insurance company
         owned by its policyholders; or

                  (i) A custodian, receiver, liquidator, rehabilitator,
         conservator or trustee of the Company or any Subsidiary, or of any of
         their Property, is appointed or takes possession; or an order is
         entered for the liquidation, dissolution or rehabilitation of the
         Company or any Subsidiary; or the Company or any Subsidiary generally
         fails to pay its debts as they become due or admits in writing its
         inability to pay its debts as they mature; or the Company or any
         Subsidiary is adjudicated bankrupt or insolvent; or any of their
         material Property is sequestered by court order and the order remains
         in effect for more than 45 days; or an application or a petition is
         filed against the Company or any Subsidiary under any bankruptcy,
         reorganization, arrangement, insolvency, readjustment of debt,
         dissolution, liquidation, rehabilitation or conservation law of any
         jurisdiction, whether now or subsequently in effect; or

                  (j) The Company or any Subsidiary files a petition or consents
         to a petition or order seeking relief under any provision of any
         bankruptcy, reorganization, arrangement, insolvency, readjustment of
         debt, dissolution, liquidation, rehabilitation or conservation law of
         any jurisdiction, whether now or subsequently in effect; or consents to
         the filing of any petition against it under any such law; or consents
         to the appointment of or taking possession by a custodian, receiver,
         trustee, liquidator, rehabilitator or conservator for the Company or
         any Subsidiary or any of their Property.

         Section 7.2. Non-Bankruptcy Defaults. When any Event of Default, other
than an Event of Default described in subsection (i) or (j) of Section 7.1
hereof, has occurred and is continuing, the Agent may, and if so directed by
Banks holding 66-2/3% or more of the outstanding principal balance of the Loans
or, if no Loans are outstanding, Banks granting 66-2/3% or more of the
Commitments shall, take either or both of the following actions: (i) terminate
the Commitments of


                                      -22-
<PAGE>   27
the Banks hereunder on the date (which may be the date thereof) stated in the
notice from the Agent and (ii) declare the principal of and the accrued interest
on the Notes to be forthwith due and payable and thereupon said Notes, including
both principal and interest, shall be and become immediately due and payable
together with all other amounts payable under this Agreement accrued through the
date of such termination or declaration without further demand, presentment,
protest or notice of any kind.

         Section 7.3. Bankruptcy Defaults. When any Event of Default described
in subsections (i) or (j) of Section 7.1 hereof has occurred and is continuing,
then the principal of and accrued interest on all Notes shall immediately become
due and payable together with all other amounts payable under this Agreement and
then outstanding without presentment, demand, protest or notice of any kind, and
the obligation of the Banks to extend further credit pursuant to any of the
terms of this Agreement shall immediately terminate.

SECTION 8.        DEFINITIONS; INTERPRETATION OF AGREEMENT.

         Section 8.1. Definitions. The following terms when used herein shall
have the following meanings, such terms to be equally applicable to both the
singular and the plural of the terms defined:

         "AAP" shall mean the accounting practices prescribed or permitted by
the Insurance Departments of the State of New York (or the relevant state of
domicile of the Company and its insurance Subsidiaries at the relevant time) as
such practices are predominantly promulgated by the National Association of
Insurance Commissioners.

         "Adjusted Capital" shall mean as of the time of determination the sum
at such time of (i) Capital and (ii) the Company's and its Subsidiaries'
reserves for losses.

         "Administrative Agent" shall mean Bank of Montreal and its successors
as Administrative Agent hereunder.

         "Agents" shall mean the Administrative Agent and the Documentation
Agent.

         "Applicable Eurodollar Margin" has the meaning specified in Section 2.2
hereof.

         "Asset Valuation Reserve" shall mean the consolidated asset valuation
reserves of the Company and its Subsidiaries as computed in accordance with the
asset valuation procedures of the National Association of Insurance
Commissioners.

         "Assignment Agreement" has the meaning specified in Section 10.11
hereof.

         "Auditors" has the meaning specified in Section 6.6(b) hereof.

         "Authorized Representative" shall mean any one of the following
officers of the Company: the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Chief Investment Officer or such other persons as may
from time to time be designated as such in a


                                      -23-
<PAGE>   28
writing from the Chief Financial Officer or Chief Investment Officer of the
Company to the Administrative Agent.

         "Banks" shall mean the banks signatory hereto together with assignees
pursuant to Section 10.11 hereof.

         "Borrowing" shall mean the total of Loans of a single type made by one
or more of the Banks on a single date and, if such Loans are Eurodollar Loans,
for a single Interest Period.

         "Borrowing Date" shall mean the date a Borrowing is to be funded
pursuant to this Agreement, which must be a Business Day.

         "Business Day" shall mean any day other than a Saturday or Sunday on
which banks are not authorized or required to close in any of Hartford,
Connecticut, New York, New York and Chicago, Illinois and, when used with
reference to Eurodollar Loans, a day on which banks are also open for business
and dealing in United States Dollar deposits in London, England.

         "Capital" shall mean the sum for the Company and its Subsidiaries on a
consolidated basis of their (i) unrestricted surplus accounts plus (ii) the
Asset Valuation Reserve plus (iii) Surplus Notes issued by them.

         "Capitalized Lease" shall mean any lease the obligation for Rentals
with respect to which is required to be capitalized on a balance sheet of the
lessee in accordance with AAP, but in any event including any lease entered into
as part of a sale/leaseback transaction.

         "Capitalized Rentals" shall mean as of the date of any determination
the amount at which the aggregate Rentals due and to become due under all
Capitalized Leases under which the Company or a Subsidiary is a lessee would be
reflected as a liability on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with AAP.

         "Code" has the meaning specified in Section 6.10(a) hereof.

         "Commitment" has the meaning specified in Section 1.1 hereof.

         "Company" shall mean Phoenix Home Life Mutual Insurance Company, a New
York mutual insurance company.

         "Company Action Level" means 200% of the Authorized Control Level
Risk-Based Capital of the Company. The Authorized Control Level Risk-Based
Capital of the Company 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 Company of such Department. Such Authorized Control
Level Risk-Based Capital currently appears on page 23 of such statement in
column 1, line 28.

         "Debt" of any Person shall mean and include, without duplication, the
sum for such Person of all (i) obligations of such Person for borrowed money
(but not including in any case


                                      -24-
<PAGE>   29
unborrowed amounts under ordinary revolving loan commitments) or which have been
incurred in connection with the acquisition of Property or assets other than
current accounts payable, (ii) obligations secured by any Lien or other charge
upon Property or assets owned by such Person, even though such Person has not
assumed or become liable for the payment of such obligations, (iii) obligations
created or arising under any conditional sale or other title retention agreement
with respect to Property acquired by such Person, notwithstanding the fact that
the rights and remedies of the seller, lender or lessor under such agreement in
the event of default are limited to repossession or sale of property, (iv)
obligations (other than obligations under any lease which is not a Capitalized
Lease and obligations in an amount equal to the demand component of any contract
providing for usual and customary utility services, including gas, water,
electricity and wastewater treatment services) to purchase any Property or to
obtain the services of another Person if the contract requires that payment for
such Property or services be made regardless of whether such Property is
delivered or such services are performed, except that no obligation shall
constitute Debt solely because the contract provides for liquidated damages or
reimbursement of expenses following cancellation, (v) all Guaranties by such
Person, (vi) Capitalized Rentals (vii) obligations (absolute or contingent) in
respect of letters of credit banker's acceptances, surety bonds and similar
instruments but only to the extent that the instrument in question does not
support an obligation of such Person already included in Debt or which would
constitute a current account payable of such Person and (viii) net obligations
under interest rate, currency and commodity swap contracts, options and other
devices to hedge against changes in interest rates, foreign exchange rates
and/or commodity prices, provided that the following shall be excluded from
Debt: (aa) repurchase obligations under short term securities lending
arrangements with securities dealers and banks so long as such Person's
repurchase obligation is conditional on delivery of the securities in question
and (ab) Surplus Notes. The consolidated Debt of the Company and its
Subsidiaries shall be computed without duplication, so that a Guaranty of a
Subsidiary's Debt will not be added to consolidated Debt.

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

         "Documentation Agent shall mean Fleet National Bank.

         "Domestic Rate Loan" shall mean a Loan bearing interest as specified in
Section 2.1 hereof.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974
as amended.

         "Eurodollar Loan" shall mean a Loan bearing interest as specified in
Section 2.2 hereof.

         "Event of Default" shall mean any of the events specified in Section
7.1 hereof.

         "Guaranties" by any Person shall mean all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation, of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person:


                                      -25-
<PAGE>   30
(i) to purchase on default such indebtedness or obligation or any Property or
assets constituting security therefor, (ii) to advance or supply funds (x) for
the purchase or payment of such indebtedness or obligation, (y) to maintain
working capital or other balance sheet condition or otherwise to advance or make
available funds for the purchase or payment of such indebtedness or obligation,
or (iii) to lease Property or to purchase securities or other Property or
services primarily for the purpose of assuring the owner of such indebtedness or
obligation of the ability of the primary obligor to make payment of such
indebtedness or obligation, or (iv) otherwise to assure the owner of the
indebtedness or obligation of the primary obligor against loss in respect
thereof resulting from the primary obligor's failure to pay or perform. For the
purposes of all computations made under this Agreement, a Guaranty in respect of
any Debt for money borrowed shall be deemed to be Debt equal to the principal
amount of such outstanding Debt for money borrowed which has been guaranteed,
and a Guaranty in respect of any other obligation or any dividend shall be
deemed to be indebtedness equal to the maximum aggregate amount of such
obligation or dividend for which the person guaranteeing may be liable.

         "Interest Period" shall mean the period commencing on the date a
Borrowing of Loans is made and ending on the date, as the Company may select 1,
2, 3, or 6 months thereafter provided, however, that:

                  1. no Interest Period may extend beyond the Termination Date;
         and

                  2. whenever the last day of any Interest Period would
         otherwise be a day that is not a Business Day, the last day of such
         Interest Period shall be extended to the next succeeding Business Day,
         provided, that, in the case of an Interest Period for a Borrowing of
         Eurodollar Loans, if such extension would cause the last day of such
         Interest Period to occur in the following calendar month, the last day
         of such Interest Period shall be the immediately preceding Business
         Day.

         For purposes of determining an Interest Period, a month means a period
starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, provided, however, if an Interest
Period begins on the last day of a month or if there is no numerically
corresponding day in the month in which an Interest Period is to end, then such
Interest Period shall end on the last Business Day of such month.

         "Lending Office" has the meaning specified in Section 2.9 hereof.

         "LIBOR Rate" has the meaning specified in Section 2.2 hereof.

         "Lien" shall mean any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, including, without
limitation, the security interest or lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes and including any Capitalized Lease. For the purpose of
this Agreement, the Company or a Subsidiary shall be deemed to be the owner of
any Property which it has acquired or holds subject to a conditional sale
agreement or other arrangement pursuant to


                                      -26-
<PAGE>   31
which title to such Property has been retained by or vested in another Person
for security purposes.

         "Loans" shall mean the Domestic Rate Loans and the Eurodollar Loans or
any of them.

         "Moody's Rating" shall mean at any time the rating assigned by Moody's
Investors Service, Inc. to the financial strength of the Company.

         "Notes" has the meaning specified in Section 3.2 hereof.

         "Person" shall mean an individual, partnership, corporation, limited
liability company, trust or unincorporated organization, and a government or
agency or political subdivision thereof.

         "Plan" has the meaning specified in Section 4.14 hereof.

         "Property" shall mean any interest of any kind in property or assets,
whether real, personal or mixed, and whether tangible or intangible.

         "Refunding Borrowing" has the meaning specified in Section 1.3(d)
hereof.

         "Rentals" shall mean and include all fixed rents (including as such all
payments which the lessee is obligated to make to the lessor on termination of
the lease or surrender of the Property) payable by the Company or a Subsidiary,
as lessee or sublessee under a lease of real or personal Property, but shall be
exclusive of any amounts required to be paid by the Company or a Subsidiary
(whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.

         "Required Banks" shall mean Banks granting 66-2/3% or more of the
Commitments or if the Commitments are not outstanding, Banks holding 66-2/3% or
more of the outstanding principal amount of the Loans.

         "Risk Based Capital Ratio" shall mean, as of any time the same is to be
determined, the ratio of adjusted capital of the Company to the Company Action
Level of the Company. Adjusted capital, for the purpose of this definition,
shall be computed in the manner from time to time prescribed by the Insurance
Department of the State of New York as total adjusted capital for the inclusion
in the Annual Statement of the Company 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 Company
and 50% of the Company's dividend liability).

         "S&P Rating" shall mean at any time the rating assigned by Standard &
Poor's Ratings Services, a Division of the McGraw Hill Companies, to the
financial strength of the Company.

         "Subsidiary" shall mean, as to any particular parent corporation, any
corporation of which more than 50% (by number of votes) of the Voting Stock
shall be owned by such parent


                                      -27-
<PAGE>   32
corporation and/or one or more corporations which are themselves Subsidiaries of
such parent corporation. Unless the context otherwise requires, references
herein to Subsidiaries are references to Subsidiaries of the Company.

         "Surplus Notes" shall mean 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.

         "Termination Date" shall mean August 17, 2000.

         "Voting Stock" shall mean securities of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of corporate directors (or Persons performing similar
functions).

         Section 8.2. Accounting Principles. Where the character or amount of
any asset or liability or item of income or expense is required to be determined
or any consolidation or other accounting computation is required to be made for
the purposes of this Agreement, the same shall be done in accordance with AAP,
to the extent applicable, applied consistently (except for changes in
application with respect to which the Auditors concur) with the principles used
in preparation of the December 31, 1998 financial statements of the Company
heretofore delivered to the Banks, except where such principles are inconsistent
with the specific provisions of this Agreement.

         Section 8.3. Moody's Ratings and S&P Ratings. 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 Investors Service, Inc. and/or Standard
& Poor's Ratings Services and in the event either of such 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 financial strength associated with the particular rating as currently
defined. Whenever a determination of compliance with any provision of this
Agreement or any interest rate 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 financial strength of the Company, compliance
with the applicable provisions of this Agreement and determinations of interest
rates 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 Company
then in that event compliance with the provisions of this Agreement where a
determination of such a rating is necessary and determinations of interest rates
and fees shall be made by the Required Banks, after consultation with the
Company, based on the Required Bank's good faith estimates of what such ratings
would have been had they been available, the determination of the Required Banks
in such regards to be final and conclusive provided that they have been made in
good faith.

         Section 8.4. Directly or Indirectly. Where any provision in this
Agreement refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether the action in
question is taken directly or indirectly by such Person.


                                      -28-
<PAGE>   33
SECTION 9.        THE AGENTS FOR THE BANKS.

         Section 9.1. Appointment and Duties. For the convenience of the parties
hereto, Bank of Montreal is appointed Administrative Agent hereunder by and for
the Banks with such powers as are specifically delegated to the Administrative
Agent by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto, and by its execution hereof accepts such agency,
solely for the purposes herein set forth and as such agency is described herein.
The Administrative Agent shall have no authority to enforce, nor any duty or
responsibility for the enforcement of, any of the terms hereof except as a Bank
hereunder. Neither the Administrative Agent nor any of its directors, officers
or employees shall be liable for any action taken or omitted to be taken by it
or them hereunder, except for its or their own gross negligence or wilful
misconduct. The Administrative Agent shall be protected in acting upon any
notice, request, certificate, letter, statement (oral or written) or other
documents believed by it in good faith to be genuine and correct and to have
been signed or sent by the proper person or persons and, in the case of legal
matters, upon the advice of counsel selected by the Administrative Agent. The
Agent may treat the Banks that are named herein as the holders of the Notes and
the indebtedness contemplated herein unless and until the Administrative Agent
receives notice of the assignment of a Note and indebtedness held by a Bank
hereunder. As to any matters not expressly provided for by this Agreement, the
Administrative Agent shall in all cases be fully protected in acting, or
refraining from acting, hereunder in accordance with the instructions of the
Required Banks, and such instructions of the Required Banks and any action taken
or not taken pursuant thereto shall be binding on all Banks. The Administrative
Agent shall be acting as an independent contractor hereunder and nothing herein
shall be deemed to impose on the Administrative Agent any fiduciary obligations
to the Banks or the Company. The Documentation Agent shall not have any right,
power, obligations, liability, responsibility or duty under this Agreement other
than those applicable to all Banks as such. Without limiting the foregoing, the
Documentation Agent shall not have or be deemed to have a fiduciary relationship
with any Bank.

         Section 9.2. Sufficiency of the Agreement. The Agents take no
responsibility for the truth of any warranties or representations given or made
herein, except expressed representations made by the Agents herein, and the
Agents shall not be responsible to the Banks for the validity, effectiveness,
enforceability or sufficiency of this Agreement, the Notes or any other related
documents.

         Section 9.3. Independent Investigation. Each Bank warrants that it has
made its own independent investigations of the financial condition and affairs
of the Company in connection with the making and continuance of the Loans
hereunder and has not relied upon information provided to such Bank by the Agent
(provided that it is acknowledged that the Banks have relied on information
provided to them by the Company through the Administrative Agent and the
Company's liability therefor shall be the same as though they had directly
provided such information to the Banks) and each Bank represents that it shall
continue throughout the duration of this Agreement to make its own independent
appraisal of the Company.

         Section 9.4. Agents as Banks. The Agents shall be under the same
obligations and be entitled to the same rights and powers in its capacities as a
Bank as if they were not the Agents and the Agents shall not be obliged by
reason of their position as Agents to account to any other


                                      -29-
<PAGE>   34
Bank for any sum received by it hereunder in their capacity as a Bank or for the
profit element thereof and the Agents or any Bank may, without liability to
account to the other Banks, accept deposits from, lend money to, and generally
engage in any kind of banking or trust business with, the Company's and its
affiliates as if they were not the Agents or a Bank, as the case may be.

         Section 9.5. Indemnification of Agents. The Company and (to the extent
not reimbursed by the Company) each Bank (pro-rata in accordance with their
respective Commitments) agree to indemnify the Agents from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against them (in their capacities as
such) in any way relating to or arising out of this Agreement, provided that
neither the Company nor any Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements arising from the Agents' gross negligence or
willful misconduct.

         Section 9.6. Refusal to Act. Except for action expressly required of
the Administrative Agent hereunder, the Administrative Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall be
indemnified to its reasonable satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action (other than liability for its own gross
negligence or willful misconduct). In all cases in which this Agreement does not
require the Administrative Agent to take certain actions, the Administrative
Agent shall be fully justified in using its discretion in failing to take or in
taking any action hereunder.

         Section 9.7. Successor Agent. Subject to the appointment and acceptance
of a successor Administrative Agent as provided below, the Administrative Agent
may resign at any time by giving written notice thereof to the Banks and the
Company. Upon any such resignation, the Required Banks shall have the right to
appoint a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Required Banks and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent's
giving notice of resignation, then the retiring Administrative Agent may, on
behalf of the Banks, appoint a successor Administrative Agent, which shall be a
bank or trust company organized or licensed under the laws of the United States
or any State thereof with capital and surplus in excess of $500,000,000 (or its
equivalent in any other currency). Upon the acceptance of any appointment as
successor Administrative Agent hereunder, 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 shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provision of this Section 9 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent.

SECTION 10.       MISCELLANEOUS.

         Section 10.1. Waiver of Rights. No delay or failure on the part of the
Administrative Agent or any Bank or the holder or holders of any Note in the
exercise of any power or right shall


                                      -30-
<PAGE>   35
operate as a waiver thereof, nor as an acquiescence in any default, nor shall
any single or partial exercise thereof, or the exercise of any other power or
right, preclude any other right or the further exercise of any other rights, and
the rights and remedies hereunder of the Administrative Agent, the Banks and the
holder or holders of any Note are cumulative to, and not exclusive of, any
rights or remedies which any of them would otherwise have.

         Section 10.2. Non-Business Day. (a) If any payment of principal or
interest on any Domestic Rate Loan shall fall due on a day which is not a
Business Day, interest at the rate such Loan bears for the period prior to
maturity shall continue to accrue on such principal from the stated due date
thereof to and including the next succeeding Business Day on which the same is
payable.

         (b) If any payment of principal or interest on any Eurodollar Loan
shall fall due on a day which is not a Business Day, the payment date therefor
shall be extended to the next date which is a Business Day and the Interest
Period for such Loan and the period for which interest is to be paid shall be
accordingly extended, unless as a result thereof any payment date would fall in
the next calendar month, in which case such payment date shall be the
immediately preceding Business Day and the relevant Interest Period shall be
correspondingly abbreviated. In either case the next Interest Period shall be
measured from the payment date so adjusted.

         Section 10.3. Documentary Taxes. The Company agrees to pay any
documentary, stamp or similar taxes payable in respect of this Agreement or any
Note, including interest and penalties, in the event any such taxes are assessed
irrespective of when such assessment is made and whether or not any credit is
then in use or available hereunder.

         Section 10.4. Survival of Representations. All representations and
warranties made herein or in certificates given pursuant hereto shall survive
the execution and delivery of this Agreement and of the Notes, and shall
continue in full force and effect with respect to the date as of which they were
made as long as any credit is in use or available hereunder.

         Section 10.5. Survival of Indemnities. All indemnities and all other
provisions relative to reimbursement to the Banks of amounts sufficient to
protect the yield of the Banks with respect to the Eurodollar Loans, including,
but not limited to, Sections 2.5, 2.8, 3.7, 10..3 and 10.12 hereof, and the
other protective provisions hereof shall survive the termination of this
Agreement and the payment of the Notes.

         Section 10.6. Set-off Sharing. Each Bank agrees with each other Bank a
party hereto that in the event such Bank shall receive and retain any payment,
whether by setoff or application of deposit balances or otherwise (other than
pursuant to Section 10.11 hereof) on or in respect of its Notes or facility fees
in excess of its ratable share of payments on all Notes and facility fee
payments then outstanding to the Banks then such Bank shall purchase for cash at
face value, but without recourse, ratably from each of the other Banks such
amount of the Notes or rights to payment of facility fees held by each such
other Bank (or interest therein) as shall be necessary to cause such Bank to
share such excess payment ratably with all the other Banks; provided, however,
that if any such purchase is made by any Bank, and if such excess payment or
part thereof is thereafter recovered from such purchasing Bank, the related
purchases from the other


                                      -31-
<PAGE>   36
Banks shall be rescinded ratably and the purchase price restored as to the
portion of such excess payment so recovered, but without interest. The Company
acknowledges and agrees that the Banks shall have the right to set off amounts
due it against any claims of the Company purchased by them from other Banks
pursuant to this Section 10.6, such right to be in addition to and not in lieu
of any rights of setoff to which they would otherwise be entitled to exercise.

         Section 10.7. Notices. All communications provided for herein shall be
in writing or by telex, telegraph or facsimile transmission, except as otherwise
specifically provided for hereinabove, addressed, if to the Company at One
American Row, Hartford, CT 06115, Attention: Raymond Cummings or if to the
Administrative Agent or Banks at their respective addresses set forth opposite
their respective signatures hereto, or at such other address as shall be
designated by any party hereto in a written notice to each other party pursuant
to this Section 10.7. Any notice in writing shall be deemed to have been given
or made when served personally or when received if sent by United States mail,
and any notice given by telex or telegraphic means shall be deemed given when
transmitted (answerback confirmed); provided that any notice to the
Administrative Agent or any Bank under Sections l, 2 and 3 hereof shall only be
effective upon receipt.

         Section 10.8. Counterparts. This Agreement may be executed in any
number of counterparts, and by the different parties on different counterparts,
provided that the Company and Administrative Agent shall execute each
counterpart, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.

         Section 10.9. Successors and Assigns. This Agreement shall be binding
upon the Company and its successors and assigns, and shall be binding upon and
inure to the benefit of the Banks and their respective successors and permitted
assigns, including any subsequent holder of any Note. The Company may not assign
its rights or obligations hereunder without the prior written consent of all
Banks.

         Section 10.10. Participants. Each Bank shall have the right at its own
cost to grant participations (to be evidenced by one or more agreements or
certificates of participation) in the Loans made by such Bank and in such Bank's
Commitment at any time and from time to time to one or more other financial
institutions, provided that no such participant shall have any rights under this
Agreement or any Note (the participant's rights against the Bank granting its
participation to be those set forth in the participation agreement between the
participant and such Bank), no such Bank shall be relieved of its obligations to
the Company under its Commitment and no such Bank shall agree with any such
participant to refrain from agreeing to waivers, amendments or modifications
hereunder or under the Notes without the consent of such participant except for
waivers, amendments and modifications which pursuant to the terms of Section
10.13 hereof require the consent of all Banks. Each such Bank shall be entitled
to the benefits of Sections 2.5, 2.8 and 3.7 hereof to the extent such Bank
would have been so entitled had no such participation been sold.

         Section 10.11. Assignment Agreements. Each Bank may, from time to time,
with the written consent of the Company and Administrative Agent (which will not
in either instance be


                                      -32-
<PAGE>   37
unreasonably withheld or delayed provided further that consent of the Company
will not be required if an Event of Default has occurred and is continuing nor
shall any such consent be required for an assignment to a Bank party hereto or
to an affiliate of the assignor which is wholly owned by the assignor or by an
entity which wholly owns the assignor), assign to other financial institutions
part of the indebtedness evidenced by the Notes then owned by it together with
an equivalent proportion of its obligation to make Loans hereunder pursuant to
written agreements executed by the assignor, the assignee and the Company, which
agreements shall specify in each instance the portion of the indebtedness
evidenced by the Notes which is to be assigned to each such assignee and the
portion of the Commitment of the assignor to be assumed by it (the "Assignment
Agreements"), provided that the Company may in its sole discretion withhold its
consent to any assignment by a Bank of less than all of its Commitment if as a
result thereof the assignee will have a Commitment hereunder of less than
$2,500,000. Upon the execution of each Assignment Agreement by the assignor, the
assignee and the Company (i) such assignee shall thereupon become a "Bank" for
all purposes of this Agreement with a Commitment in the amount set forth in such
Assignment Agreement and with all the rights, powers and obligations afforded a
Bank hereunder, (ii) the assignor shall have no further liability for funding
the portion of its Commitment assumed by such other Bank and (iii) the address
for notices to such Bank shall be as specified in the Assignment Agreement
executed by it. Concurrently with the execution and delivery of such Assignment
Agreement, the Company shall execute and deliver a Note to the assignee Bank,
all such Notes to constitute "Notes" for all purposes of this Agreement, and
there shall be paid to the Administrative Agent, as a condition to such
assignment, an administrative fee of $3,500 plus any reasonable out-of-pocket
costs and expenses incurred by it in effecting such assignment, such fee to be
paid by the assignor or the assignee as they may mutually agree, but under no
circumstances shall any portion of such fee be payable by or charged to the
Borrowers. No provision of this Section 10.11 or of Section 10.10 hereof shall
be deemed to affect or impair the right of any Bank to pledge and assign its
Notes to a Federal Reserve Bank as collateral for obligations owing such Federal
Reserve Bank without notice to or consent of the Administrative Agent or the
Company.

         Section 10.12. Costs and Expenses. The Company agrees to pay on demand
all reasonable out-of-pocket costs and expenses of such Administrative Agent in
connection with the negotiation, preparation, execution and delivery of this
Agreement, the Notes, and the other instruments and documents to be delivered
hereunder or thereunder or in connection with the transactions contemplated
hereby or thereby or in connection with any consents hereunder or thereunder or
waivers or amendments hereto or thereto, including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect to
all of the foregoing, and all reasonable costs and expenses (including
reasonable attorneys' fees), incurred by the Administrative Agent, the Banks or
any other holders of a Note in connection with a default or the enforcement of
this Agreement or the Notes and the other instruments and documents to be
delivered hereunder or thereunder. The Company agrees to indemnify and save
harmless the Banks, and the Administrative Agent from any and all liabilities,
losses, costs and expenses incurred by the Banks, or the Administrative Agent in
connection with any action, suit or proceeding brought against the
Administrative Agent or any Bank by any Person which arises out of the
transactions contemplated or financed hereby or by the Notes or out of any
action or inaction by the Agent or any Bank hereunder, except for such thereof
as is caused by the gross negligence or willful misconduct of the party to be
indemnified. The provisions of this


                                      -33-
<PAGE>   38
Section 11.12 and the protective provisions of Sections 2 and 3.7 hereof shall
survive payment of the Notes.

         Section 10.13. Amendments and Waivers. No provision of this Agreement
may be amended or waived except in writing signed by the Company and the
Required Banks and, if the rights or duties of the Agent are affected thereby,
by such Agent; provided that no such amendment or waiver shall, unless signed by
all Banks, (i) increase or extend any Commitment or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or any fees due a Bank hereunder, (iii) change the stated time or manner of
any payment of principal of or interest on any Loan or any fees due a Bank
hereunder, (iv) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number of Banks, required for the
Banks or any of them to take any action under this Section 10.13 or any other
provisions of this Agreement or (v) amend or modify Section 1.1, 2.5, 2.6, 2.7,
2.8, 3.7, 10.5, 10.6, 10.10, 10.11, 10.12 or 10.13 hereof.

         Section 10.14. Governing Law. This Agreement and the Notes, and the
rights and duties of the parties hereto, shall be construed and determined in
accordance with the laws of the State of New York.

         Section 10.15. Entire Agreement. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and any
prior agreements, whether written or oral, with respect thereto are superseded
hereby.

         Section 10.16. Headings and Severability. Section headings used in this
Agreement are for reference only and shall not affect the construction of this
Agreement. Any provision of this Agreement which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction."

         Section 10.17. Consent to Jurisdiction. The Company irrevocably submits
to the non exclusive jurisdiction of any New York State or Federal Court sitting
in the City of New York over any suit, action or proceeding arising out of or
relating to the Agreement or the Notes. The Company irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue or any such suit, action or proceeding brought
in such a court and any claim that any such suit, action or proceeding brought
in such a court has been brought in an inconvenient forum. The Company agrees
that a final judgment in any such suit, action or proceeding brought in such a
court, after all appropriate appeals, shall be conclusive and binding upon it.

         Section 10.18. Waiver of Trial by Jury. Each of the Agents, the Banks
and the Company knowingly, voluntarily and intentionally waives any right it may
have to a trial by jury in respect of any litigation arising out of, under or in
connection with this Agreement, the notes or the transactions contemplated
thereby. Further, the Company hereby certifies that no representative or agent
of the Agents or the Banks, or counsel to the Agents or the Banks, has
represented, expressly or otherwise, that the Agents or the Banks would not, in
the event of such litigation, seek to enforce this waiver of right to jury trial
provision. The Company acknowledges that the


                                      -34-
<PAGE>   39
Agent and the Banks have been induced to enter into this Agreement by, inter
alia, the provisions of this Section 10.18.


                                      -35-
<PAGE>   40
         Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall be a contract between us for the purposes hereinabove set forth.

         Executed and delivered as of this 18th day of August, 1999.

                                         PHOENIX HOME LIFE MUTUAL INSURANCE
                                           COMPANY


                                         By  /s/ Raymond E. Cummings
                                           -------------------------------------
                                                 Raymond E. Cummings
                                                 Its Treasurer


                                      -36-
<PAGE>   41
         Accepted and agreed to as of the day and year last above written.

Address and Amount and Percentage of
  Commitment:

                                           BANK OF MONTREAL
                                           individually and as Agent


                                         By  /s/ Brian L. Banka
                                           -------------------------------------
                                                 Brian L. Banka
                                                 Its Director


Commitment:                                Lending Office:
$25,000,000                                Bank of Montreal
                                           115 South LaSalle Street
                                           Chicago, Illinois 60603
                                           Attention:  Manager-Loan Operations


                                      -37-
<PAGE>   42
                                         FLEET NATIONAL BANK


                                         By  /s/ Jan-Gee W. McCollam
                                           -------------------------------------
                                                 Jan-Gee W. McCollam
                                                 Its Senior Vice President
                                                 for Elizabeth Shelley


Commitment:                              Lending Office:
$20,000,000                                Fleet National Bank
                                           777 Main Street
                                           Hartford, CT 06115
                                           Attention:  Elizabeth B. Shelley,
                                                       Vice President


                                      -38-
<PAGE>   43
                                         THE CHASE MANHATTAN BANK


                                         By  /s/ Larry Karp
                                           -------------------------------------
                                                 Larry Karp
                                                 Its Vice President


Commitment:                              Lending Office:
$11,000,000                                Chase Manhattan Bank
                                           270 Park Avenue, 15th Floor
                                           New York, NY 10017
                                           Attention:  Heather Lindstrom,
                                                       Vice President


                                      -39-
<PAGE>   44
                                         DEUTSCHE BANK AG, NEW YORK AND/OR
                                           CAYMAN ISLAND BRANCHES


                                         By  /s/ George Korchowsky
                                           -------------------------------------
                                                 George Korchowsky
                                                 Its Vice President


                                         By  /s/ Susan A. Maros
                                           -------------------------------------
                                                 Susan A. Maros
                                                 Its Managing Director


Commitment:                              Lending Office:
$11,000,000                                Deutsche Bank AG
                                           31 West 52nd Street
                                           New York, NY 10019
                                           Attention:  Susan Maros,
                                                       Managing Director


                                      -40-
<PAGE>   45
                                         KEYBANK NATIONAL ASSOCIATION


                                         By  /s/ Frank J. Jancar
                                           -------------------------------------
                                                 Frank J. Jancar
                                                 Its Vice President


Commitment:                              Lending Office:
$11,000,000                                KeyBank National Association
                                           127 Public Square
                                           Cleveland, Ohio 44114
                                           Attention:  Larry Mack,
                                                       Senior Vice President


                                      -41-
<PAGE>   46
                                         STATE STREET BANK AND TRUST CO.


                                         By  /s/ Edward M. Anderson
                                           -------------------------------------
                                                 Edward M. Anderson
                                                 Its Vice President


Commitment:                              Lending Office:
$11,000,000                                State Street Bank and Trust Co.
                                           2 Avenue de Lafayette, LCC 2N
                                           Boston, MA 02110
                                           Attention:  Edward Anderson,
                                                       Vice President


                                      -42-
<PAGE>   47
                                         SUNTRUST BANK, ATLANTA


                                         By  /s/ W. David Wisdom
                                           -------------------------------------
                                                 W. David Wisdom
                                                 Its Vice President


Commitment:                              Lending Office:
$11,000,000                                SunTrust Bank, Atlanta
                                           200 South Orange Avenue
                                           Orlando, FL 32801
                                           Attention:  Darryl Weaver


                                      -43-
<PAGE>   48
                                    EXHIBIT A

                                      NOTE
                                                               ___________, 1999
                                                              New York, New York

         FOR VALUE RECEIVED, the undersigned, PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY (the "Company") promises to pay to the order of
______________________________ (the "Bank") at the office of Bank of Montreal in
Chicago, Illinois the aggregate unpaid principal amount of all Loans made by the
Bank to the Company under its Commitment provided for under the Credit Agreement
hereinafter mentioned, and with each Loan to mature and become payable as and
when specified in such Credit Agreement, together with interest on the principal
amount of each Loan from time to time outstanding hereunder at the rates, and
payable in the manner and on the dates, specified in said Credit Agreement.

         The Bank shall record on its books or records or on a schedule to this
Note which is a part hereof the principal amount of each Loan, all payments of
principal and interest and the principal balances from time to time outstanding,
whether such Loan is a Eurodollar Loan or Domestic Rate Loan and, in the case of
any such Eurodollar rate and Interest Period applicable thereto; provided that
prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note. The record thereof, whether shown on such books
or records or on a schedule to this Note, shall be prima facie evidence as to
all such amounts; provided, however, that the failure of the Bank to record any
of the foregoing or any error therein shall not limit or otherwise affect the
obligations of the Company hereunder or under the Credit Agreement.

         This Note is one of the Notes referred to in and issued under that
certain Credit Agreement dated as of August 18, 1999 between the Company, Bank
of Montreal as Administrative Agent, FLEET NATIONAL BANK as Documentation Agent,
and the Banks named therein, as amended from time to time (the "Credit
Agreement"), and this Note and the holder hereof are entitled to all of the
benefits provided for thereby or referred to therein, to which Credit Agreement
reference is hereby made for a statement thereof. All defined terms used in this
Note, except terms otherwise defined herein, shall have the same meaning as such
terms have in the Credit Agreement.

         Prepayments may be made on the Loans evidenced hereby and this Note
(and the Loans evidenced hereby) may be declared or may become due prior to the
expressed maturity thereof, all in the events, on the terms and in the manner as
provided for in the Credit Agreement. This Note shall be construed in accordance
with and governed by the laws of the State of New York.

                                      PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

                                      By
                                         Its____________________________________
<PAGE>   49
                                    EXHIBIT B


                         DESCRIPTION OF CLOSING OPINION
                           OF COUNSEL FOR THE COMPANY

         The closing opinion of counsel for the Company, called for by the
Credit Agreement, shall be addressed to the Banks from time to time party to the
Credit Agreement, and shall be to the effect that:

         Unless otherwise defined therein, capitalized terms used therein shall
have the meanings assigned to such terms in the Credit Agreement.

         Such counsel has reviewed the corporate proceedings taken by the
Company in connection with the Credit Agreement and the instruments and the
transactions contemplated thereby. In addition, such counsel has examined and
relied upon copies of the Credit Agreement, the Articles of Incorporation and
the Bylaws of the Company as in effect on the date of such opinion, copies of
supporting resolutions adopted by the Board of Directors of the Company and the
transactions contemplated thereby and certificates executed by officers of the
Company addressing facts material to such counsel's opinions as such counsel
considers 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, such counsel has assumed the
genuineness of all signatures (other than those on behalf of the Company) and
the authenticity of all documents submitted to such counsel as originals and the
conformity with the originals of all documents submitted to such counsel as
copies and has further assumed that each of the Banks has the corporate power to
enter into and perform its obligations under the Credit Agreement and has
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.

         Such counsel may further assume that each Note issued by the Company on
the date of such opinion is identical save the name, address and the like of
each Bank.

         Based upon the foregoing and such other assumptions as are set forth
therein, such counsel shall opine that:

                   (1) The Company is a corporation, duly incorporated, legally
         existing and in good standing under the laws of the State of its
         incorporation, and the Company have corporate power and authority and
         are duly authorized to enter into and perform the Credit Agreement and
         to issue the Notes and incur the indebtedness to be evidenced thereby
         and to conduct their business substantially as now conducted.
<PAGE>   50
                   (2) The execution, delivery and performance by the Company of
         the Credit Agreement and the issuance by the Company of the Notes
         thereunder do not conflict with or result in any breach of any of the
         provisions of or constitute a default under or result in the creation
         or imposition of any Lien upon any of the Property of the Company or of
         any Subsidiary pursuant to the provisions of the Certificate of
         Incorporation or By-laws of the Company or any Subsidiary, nor to the
         best of the knowledge and belief of such counsel, under any material
         agreement or other instrument to which the Company or any Subsidiary is
         bound.

                   (3) The Credit Agreement and Notes have each been duly
         authorized, executed and delivered by the Company and each constitutes
         the legal, valid and binding contract and agreement of the Company
         enforceable in accordance with its terms, except as such terms may be
         limited by bankruptcy, insolvency or similar laws, and legal and
         equitable principles, affecting or limiting the enforcement of
         creditors' rights generally.

                   (4) To the best knowledge of such counsel, there are no
         proceedings pending or threatened against or affecting the Company or
         any Subsidiary in any court or before any governmental authority or
         arbitration board or tribunal, not heretofore disclosed to the Banks,
         which question the validity or enforceability of the Credit Agreement
         or the Notes or involve the reasonable possibility of materially and
         adversely affecting the properties, business, prospects, profits or
         condition (financial or otherwise) of the Company and the Subsidiaries
         taken as a whole.

                   (5) The execution and delivery of the Credit Agreement and
         the Notes, Borrowings under the Credit Agreement and performance by the
         Company of its obligations under the Credit Agreement and the Notes
         will not violate any provision of law or any order of any court or
         governmental authority or agency known to such counsel.

                   (6) No approval, consent or withholding of objection of or on
         the part of, or filing, registration or qualification with, any Federal
         or State governmental body is necessary in connection with the
         execution and delivery of the Credit Agreement or the issuance and
         delivery of the Notes thereunder or for the validity or enforceability
         of the Credit Agreement and the Notes.

         With respect to matters of fact on which such opinion is based, said
counsel may reasonably rely on appropriate certificates of public officials and
officers of the Borrowers if counsel states that he has no reason to believe
such certificates are inaccurate. Said opinion is limited to the laws of the
United States of America and the States of New York and Connecticut.

         Such opinion shall be delivered to the Banks under the Credit Agreement
for their use and the use of their respective counsel, participants and
assignees only. Such opinion may contain other reasonable assumptions and
qualifications approved by the Agent and its counsel.


                                      -2-
<PAGE>   51
                                    EXHIBIT C


                              BORROWING CERTIFICATE



Bank of Montreal for itself and as
Administrative Agent for the Banks
from time to time party to the
Credit Agreement
dated August 18, 1999 with
Phoenix Home Life Mutual Insurance Company

Gentlemen:

         We refer to the Credit Agreement dated as of August 18, 1999 as
currently in effect between us, as amended from time to time (the "Credit
Agreement"), capitalized terms used without definition below to have the
meanings ascribed to them in the Credit Agreement. We hereby confirm our request
for Loans to be made to __________________ in the aggregate principal amount of
$________________ to be funded by the Banks under the Credit Agreement on
_____________ as a _______________(1) and in that regard represent to you that
each of the conditions to Borrowing set forth in subsections (b) and (c) of
Section 5.2 of the Credit Agreement is satisfied and without limiting the
generality of the forgoing after giving effect to the proposed Borrowing and to
the application of the proceeds thereof the aggregate amount of outstanding bank
borrowings and commercial paper of the Company will not exceed the maximum
approved amount thereof.

         Dated as of this ____ day of ______________, 199__.


                                      PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY



                                      By
                                         Its____________________________________


----------
(1) Domestic Rate Loan or Eurodollar Loan, as appropriate.
<PAGE>   52
                                  SCHEDULE 4.3
                                 FULL DISCLOSURE

Occupational Accident Reinsurance

         Effective March 1, 1995, Phoenix became a participant in an
occupational accident reinsurance pool. In addition, effective October 1, 1996,
Phoenix and American Phoenix Life and Reassurance Company, an indirect
wholly-owned subsidiary of Phoenix, became a participant in a reinsurance
facility of occupational accident reinsurance. A significant portion of the risk
associated with the occupational accident reinsurance pool and the reinsurance
facility is further retroceded by Phoenix and American Phoenix Life to several
other unaffiliated insurance entities. Phoenix has terminated membership in the
pool effective March 1, 1999 while American Phoenix Life and Phoenix terminated
participation in the reinsurance facility effective October 1, 1998.

         Management's assessment of the reinsurance arrangements and related
financial exposure to Phoenix and American Phoenix Life is ongoing. Based on
current facts and circumstances, management believes these transactions will not
materially affect the financial condition of Phoenix or American Phoenix Life.
<PAGE>   53
                                  SCHEDULE 4.5

                    MATERIAL PENDING OR THREATENED LITIGATION

                                      NONE


                                      -2-