<PAGE>   1
                                                                    EXHIBIT 10.8

                                                                  Execution Copy


                                CREDIT AGREEMENT
                                   dated as of
                                November 16, 1999
                                      among
                               PP&L MONTANA, LLC,
                                   as Borrower

                            THE LENDERS PARTY HERETO
                                       and
                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                             CHASE SECURITIES INC.,
                                  Lead Arranger

                           CREDIT SUISSE FIRST BOSTON,
                        Syndication Agent and Co-Arranger

                            WARBURG DILLON, READ LLC,
                       Documentation Agent and Co-Arranger
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<TABLE>
<CAPTION>
                                               TABLE OF CONTENTS

                                                                                                           Page
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<S>                                                                                                        <C>
ARTICLE I DEFINITIONS........................................................................................1

   SECTION 1.01.        Defined Terms........................................................................1
   SECTION 1.02.        Classification of Loans and Borrowings..............................................29
   SECTION 1.03.        Terms Generally.....................................................................29
   SECTION 1.04.        Accounting Terms; GAAP..............................................................29

ARTICLE II THE CREDITS......................................................................................30

   SECTION 2.01.        Commitments.........................................................................30
   SECTION 2.02.        Loans and Borrowings................................................................31
   SECTION 2.03.        Requests for Committed Borrowings...................................................32
   SECTION 2.04.        Competitive Bid Procedure...........................................................33
   SECTION 2.05.        Letters of Credit...................................................................35
   SECTION 2.06.        Funding of Borrowings...............................................................40
   SECTION 2.07.        Interest Elections..................................................................40
   SECTION 2.08.        Termination and Reduction of Commitments............................................42
   SECTION 2.09.        Repayment of Loans; Evidence of Debt................................................42
   SECTION 2.10.        Prepayment of Loans.................................................................43
   SECTION 2.11.        Fees................................................................................45
   SECTION 2.12.        Interest............................................................................46
   SECTION 2.13.        Alternate Rate of Interest..........................................................47
   SECTION 2.14.        Increased Costs.....................................................................48
   SECTION 2.15.        Break Funding Payments..............................................................49
   SECTION 2.16.        Taxes...............................................................................49
   SECTION 2.17.        Payments Generally; Pro Rata Treatment; Sharing of Set-offs.........................51
   SECTION 2.18.        Mitigation Obligations; Replacement of Lenders......................................52

ARTICLE III REPRESENTATIONS AND WARRANTIES..................................................................53

   SECTION 3.01.        Organization; Powers................................................................53
   SECTION 3.02.        Authorization; Enforceability.......................................................53
   SECTION 3.03.        Governmental Approvals; No Conflicts................................................53
   SECTION 3.04.        Financial Condition; No Material Adverse Change.....................................54
   SECTION 3.05.        Properties..........................................................................55
   SECTION 3.06.        Litigation and Environmental Matters................................................55
   SECTION 3.07.        Compliance with Laws and Agreements.................................................56
   SECTION 3.08.        Investment and Holding Company Status...............................................56
   SECTION 3.09.        Taxes...............................................................................56
   SECTION 3.10.        ERISA...............................................................................56
   SECTION 3.11.        Disclosure..........................................................................56
   SECTION 3.12.        Subsidiaries........................................................................57
   SECTION 3.13.        Insurance...........................................................................57
   SECTION 3.14.        Labor Matters.......................................................................57
   SECTION 3.15.        Solvency............................................................................58

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<TABLE>
<S>                                                                                                         <C>
   SECTION 3.16.        Federal Reserve Regulations.........................................................58
   SECTION 3.17.        No Burdensome Restrictions..........................................................58
   SECTION 3.18.        Year 2000...........................................................................58
   SECTION 3.19.        Energy Regulation...................................................................59

ARTICLE IV CONDITIONS.......................................................................................59

   SECTION 4.01.        Signing Date........................................................................59
   SECTION 4.02.        Initial Funding Date................................................................59
   SECTION 4.03.        Subsequent Funding Dates............................................................64
   SECTION 4.04.        Each Credit Event...................................................................66

ARTICLE V AFFIRMATIVE COVENANTS.............................................................................67

   SECTION 5.01.        Financial Statements and Other Information..........................................67
   SECTION 5.02.        Notices of Material Events..........................................................68
   SECTION 5.03.        Public Filings......................................................................69
   SECTION 5.04.        Existence; Conduct of Business......................................................69
   SECTION 5.05.        Payment of Obligations..............................................................69
   SECTION 5.06.        Maintenance of Properties...........................................................69
   SECTION 5.07.        Insurance...........................................................................70
   SECTION 5.08.        Books and Records; Inspection and Audit Rights; Auditor.............................70
   SECTION 5.09.        Compliance with Laws................................................................70
   SECTION 5.10.        Use of Proceeds and Letters of Credit...............................................70
   SECTION 5.11.        Additional Subsidiaries.............................................................70
   SECTION 5.12.        Energy Regulation...................................................................71
   SECTION 5.13.        Further Assurances..................................................................71
   SECTION 5.14.        Acquisitions........................................................................71
   SECTION 5.15.        Power Market Report.................................................................71
   SECTION 5.16.        Ownership of Core Subsidiaries......................................................71

ARTICLE VI NEGATIVE COVENANTS...............................................................................71

   SECTION 6.01.        Indebtedness........................................................................72
   SECTION 6.02.        Liens...............................................................................73
   SECTION 6.03.        Fundamental Changes.................................................................73
   SECTION 6.04.        Asset Sales.........................................................................73
   SECTION 6.05.        Restricted Payments; Certain Payments of Indebtedness...............................74
   SECTION 6.06.        Transactions with Affiliates........................................................75
   SECTION 6.07.        Amendment of Material Documents.....................................................75
   SECTION 6.08.        Guarantees and Indemnities..........................................................76
   SECTION 6.09.        Fiscal Year.........................................................................76
   SECTION 6.10.        Prepayment of Indebtedness..........................................................76
   SECTION 6.11.        Ownership of Subsidiaries...........................................................76
   SECTION 6.12.        Debt to Capital Ratio...............................................................76
   SECTION 6.13.        Additional Subsidiaries and Core Subsidiaries.......................................76

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<TABLE>
<S>                                                                                                         <C>
ARTICLE VII EVENTS OF DEFAULT...............................................................................77


ARTICLE VIII THE ADMINISTRATIVE AGENT.......................................................................79


ARTICLE IX MISCELLANEOUS....................................................................................81

   SECTION 9.01.        Notices.............................................................................81
   SECTION 9.02.        Waivers; Amendments.................................................................82
   SECTION 9.03.        Expenses; Indemnity; Damage Waiver..................................................83
   SECTION 9.04.        Successors and Assigns..............................................................84
   SECTION 9.05.        Survival............................................................................87
   SECTION 9.06.        Counterparts; Integration; Effectiveness............................................87
   SECTION 9.07.        Severability........................................................................87
   SECTION 9.08.        Right of Setoff.....................................................................88
   SECTION 9.09.        Governing Law; Jurisdiction; Consent to Service of Process..........................88
   SECTION 9.10.        WAIVER OF JURY TRIAL................................................................89
   SECTION 9.11.        Headings............................................................................89
   SECTION 9.12.        Confidentiality.....................................................................89
   SECTION 9.13.        Interest Rate Limitation............................................................90

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<TABLE>
<S>                        <C>
Schedules
Schedule 1.01(A):          Initial Funding Date Acquisitions
Schedule 1.01(B)           Common Facilities
Schedule 1.01(C)           Subordination Terms for Subordinated Indebtedness
Schedule 1.01(D):          Montana Assets
Schedule 2.01:             Lenders and Commitments
Schedule 3.04:             Assumptions for Pro Forma Consolidated Balance Sheet
Schedule 3.05:             Real Property
Schedule 3.06:             Disclosed Matters
Schedule 3.12:             Subsidiaries
Schedule 3.13:             Insurance
Schedule 4.01:             Search Jurisdictions
Schedule 4.02(p):          Governmental Approvals
Schedule 6.02(a):          Liens

Exhibits
Exhibit A:                 Form of Assignment and Acceptance
Exhibit B-1:               Form of Lease
Exhibit B-2:               Form of Lease Guarantee
Exhibit B-3:               Form of Lease Indenture
Exhibit B-4:               Form of Lease Note
Exhibit B-5:               Form of Pass-Through Certificate
Exhibit B-6:               Form of Pass-Through Trust Agreement
Exhibit B-7:               Form of Facility Site Lease and Sublease
Exhibit B-8:               Form of Participation Agreement
Exhibit B-9:               Form of Supplemental Lease Indenture
Exhibit C-1:               Form of Opinion of David Kinnard, Esq., General Counsel of the Borrower
Exhibit C-2:               Form of Opinion of Winthrop, Stimson, Putnam & Roberts
Exhibit C-3:               Form of Opinion of Moulton, Bellingham, Longo & Mather
Exhibit C-4:               Form of Opinion of Jones, Day, Reavis & Pogue
Exhibit C-5:               Form of Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Exhibit D:                 Form of Subsidiary Guarantee Agreement
Exhibit E-1:               Form of Insurance Consultant's Certificate
Exhibit E-2:               Form of Independent Engineer's Certificate
Exhibit E-3:               Form of Fuel Consultant's Certificate
Exhibit E-4:               Form of Market Consultant's Certificate
Exhibit F:                 Form of Interconnection Agreement
Exhibit G-1:               Form of Colstrip Unit 3 Wholesale Transition Service Agreement
Exhibit G-2:               Form of Non-Colstrip Unit 3 Wholesale Transition Service Agreement
Exhibit G-3:               Form of Puget Wholesale Transition Service Agreement
Exhibit H:                 Form of Committed Borrowing Request
Exhibit I:                 Form of Competitive Bid Request

                                       iv
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<PAGE>   6
                  CREDIT AGREEMENT, dated as of November 16, 1999 (this
"Agreement"), among PP&L MONTANA, LLC, a Delaware limited liability company, as
Borrower, the LENDERS party hereto, and THE CHASE MANHATTAN BANK, as
Administrative Agent

                  The parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions

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

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

                  "Acquisition Funding End Date" means the date on which all of
the Acquisitions (including the payment of all Purchase Price Adjustments) shall
have been completed.

                  "Acquisitions" means, collectively, the Initial Funding Date
Acquisitions and the Subsequent Funding Date Acquisitions.

                  "Additional Subsidiary" means any Subsidiary that becomes an
Additional Subsidiary in accordance with the requirements of Section 6.13.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

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

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

                  "Agents" means, collectively, the Administrative Agent, Credit
Suisse First Boston and UBS AG, Stamford Branch.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus (x) during the period from and including
December 15, 1999 through and including January 7, 2000,
<PAGE>   7
2%, and (y) at any other time, 1%, and (c) the Federal Funds Effective Rate in
effect on such day plus (x) during the period from and including December 15,
1999 through and including January 7, 2000, 1.5%, and (y) at any other time, 1/2
of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Base CD Rate or the Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Prime Rate, the Base CD Rate
or the Federal Funds Effective Rate, respectively.

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

                  "Applicable Rate" means, at any date, the applicable rate per
annum determined in accordance with the following pricing grid:

<TABLE>
                Status                       Level I       Level II       Level III      Level IV       Level V
---------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>             <C>           <C>            <C>
Facility Fee Rate for Bridge Commitment       0.15%          0.175%          0.20%        0.325%          0.50%

Applicable Rate-Eurodollar Bridge Loans       0.85%           0.95%          1.05%        1.925%          2.25%

Applicable Rate-ABR Bridge Loans              0.00%          0.125%          0.25%         1.25%          1.75%

Facility Fee Rate for Revolving              0.175%           0.20%          0.25%        0.375%         0.625%
Commitments

Applicable Rate-Eurodollar Revolving         0.825%          0.925%          1.00%        1.875%         2.125%
Loans

Applicable Rate-ABR Revolving Loans           0.00%          0.125%          0.25%         1.25%          1.75%

Participation Fee Rate for Letters of        0.825%          0.925%          1.00%        1.875%         2.125%
Credit
</TABLE>

                  For purposes of this definition, the following terms have,
subject to the proviso below, the following meanings:

                           "Level I Status" exists at any date if, at such date,
               the Relevant Debt is rated both BBB+ or higher by S&P and Baa1 or
               higher by Moody's.

                           "Level II Status" exists at any date if, at such date
               (i) the Relevant Debt is rated both BBB or higher by S&P and Baa2
               or higher by Moody's and (ii) Level I Status does not exist.

                           "Level III Status" exists at any date if, at such
               date (i) the Relevant Debt is rated both BBB- or higher by S&P
               and Baa3 or higher by Moody's and (ii) neither Level I Status nor
               Level II Status exists.



                                       2
<PAGE>   8
                           "Level IV Status" exists at any date if, at such date
         (i) the Relevant Debt is rated both BB+ or higher by S&P and Ba1 or
         higher by Moody's and (ii) none of Level I Status, Level II Status and
         Level III Status exists.

                           "Level V Status" exists at any date if, at such date,
         (i) the Relevant Debt is not rated both BB+ or higher by S&P and Ba1 or
         higher by Moody's and (ii) none of Level I Status, Level II Status,
         Level III Status and Level IV Status exists.

                           "Status" refers to the determination which of Level I
Status, Level II Status, Level III Status, Level IV Status or Level V Status
exists at any date.

                           "Relevant Debt" refers to the Lease Debt or, if the
Borrower's senior unsecured long-term debt is then rated by S&P and Moody's,
such debt;

provided, however, that: (a) if the ratings assigned to the Relevant Debt by S&P
and Moody's are "split" (e.g., a rating of "BBB+" from S&P and a rating of
"Baa2" from Moody's), the lower of the S&P and Moody's ratings shall apply
unless (a) the rating assigned to the Relevant Debt by Fitch IBCA, Inc. is
equivalent to the higher of the S&P and Moody's ratings and (b) the S&P and
Moody's ratings do not vary by more than one level, in which case the higher of
the S&P and Moody's ratings shall apply; and (b) if Moody's or S&P has not
assigned a rating to the Relevant Debt, for purposes of this definition Level II
Status shall be deemed to exist, provided that if (i) the Relevant Debt is
subsequently assigned ratings by S&P and Moody's, (ii) the Relevant Debt has not
been previously assigned a rating by Moody's or S&P and (iii) as a result of
such ratings, Level III Status, Level IV Status or Level V Status exists, such
Level III Status, Level IV Status or Level V Status, as the case may be, shall
be deemed to have existed at all times prior to the actual assignment of such
rating for purposes of calculating the facility fees payable under Section
2.11(a).

                  "Appraiser" means Deloitte & Touche LLP.

                  "Arrangers" means, collectively, Chase Securities Inc., Credit
Suisse First Boston and Warburg Dillon, Read LLC.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Asset Purchase Agreements" means, collectively, the MPC Asset
Purchase Agreement, the Puget Asset Purchase Agreement and the Portland Asset
Purchase Agreement.

                  "Asset Sale" means (i) any sale, transfer or other disposition
(including pursuant to a sale and leaseback transaction) of any property or
asset of the Borrower or any Core




                                       3
<PAGE>   9
Subsidiary, in one transaction or in a series of related transactions, (ii) the
issuance and sale of any Equity Interest by any Core Subsidiary to any Person
other than the Borrower or a Core Subsidiary, or (iii) any designation of a Core
Subsidiary as an Additional Subsidiary (the dollar amount of the Asset Sale made
upon such designation to be determined as the fair market value of all
Investments made in such Core Subsidiary by the Borrower or any of its Core
Subsidiaries).

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

                  "Availability Period" means the Bridge Availability Period,
the Tranche A Revolving Availability Period or the Tranche B Revolving
Availability Period, as the context requires.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

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

                  "Borrower" means PP&L Montana, LLC, a Delaware limited
liability company.

                  "Borrowing" means a Committed Borrowing or a Competitive
Borrowing, as the case may be.

                  "Borrowing Request" means a request by the Borrower for a
Committed Borrowing in accordance with Section 2.03.

                  "Bridge Availability Period" means the period from and
including the Initial Funding Date to but excluding the earlier of (a) the
Bridge Maturity Date, (b) the date of termination of the Bridge Commitments and
(c) the date on which a Borrowing is made pursuant to Section 2.01(b)(iv) (after
such Borrowing is made).

                  "Bridge Borrowing" means Bridge Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect.

                  "Bridge Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Bridge Loans hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 or 2.10
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's Bridge
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Bridge Commitment, as
applicable. The initial aggregate amount of the Lenders' Bridge Commitments is
$675,000,000.



                                       4
<PAGE>   10
                  "Bridge Competitive Exposure" means, with respect to any
Lender at any time, the outstanding principal amount of such Lender's Bridge
Competitive Loans at such time.

                  "Bridge Exposure" means, with respect to any Lender at any
time, the outstanding principal amount of such Lender's Bridge Loans at such
time.

                  "Bridge Lender" means a Lender with a Bridge Commitment or, if
the Bridge Commitments have terminated or expired, a Lender with Bridge
Exposure.

                  "Bridge Loan" means a Loan made pursuant to clause (a) of
Section 2.01.

                  "Bridge Maturity Date" means the day which is 364 days
following the Signing Date.

                  "Bridge Retirement Date" means the date on which all Bridge
Loans and Bridge Competitive Loans shall have been paid in full and all Bridge
Commitments shall have been terminated.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "Capital Expenditures" means, for any period with respect to
any Person, (a) the capital expenditures of such Person that are (or would be)
set forth in a consolidated statement of cash flows of such Person for such
period prepared in accordance with GAAP and (b) Capital Lease Obligations
incurred by such Person during such period.

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

                  "Cash Equivalents" means (a) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof; (b) investments in commercial paper maturing within 270
days from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from S&P or from Moody's; (c)
investments in certificates of deposit, banker's acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any commercial bank organized under the laws
of the United States of America or any State thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000; (d)
fully collateralized repurchase agreements with a term of not more than 60 days
for securities




                                       5
<PAGE>   11
described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and (e) other prudent
short-term Investments which are made in the ordinary course of business and
consented to in writing by the Administrative Agent (such consent not to be
unreasonably withheld).

                  "Cash Flow Available for Fixed Charges" for any period means,
without duplication, (a) Consolidated EBITDA (excluding all Additional
Subsidiaries) for such period, minus (b) the portion of such Consolidated EBITDA
that is attributable to cash extraordinary gains or other cash nonrecurring
revenue or credit items included in Consolidated EBITDA (other than to the
extent such cash extraordinary gains or other cash nonrecurring revenue or
credit items are offset by cash extraordinary losses), minus (c) for each Core
Subsidiary having an equity holder other than the Borrower or any of its Core
Subsidiaries, the amount described in the foregoing clause (a) attributable to
the Equity Interests owned by such holder plus (d) Consolidated EBITDA
(including the proceeds from any asset sales) of Additional Subsidiaries for
such period to the extent such amount is distributed to the Borrower or its Core
Subsidiaries from such Additional Subsidiaries during such period, minus (e)
Capital Expenditures made by the Borrower and its Core Subsidiaries during such
period other than capital expenditures financed (i) with Indebtedness referred
to in Section 6.01(a) or (ii) with Indebtedness incurred pursuant to Section
6.01(b)(i).

                  "Cash Flow to Fixed Charges Ratio" means, for any period, the
ratio of (a) Cash Flow Available for Fixed Charges for such period to (b) Fixed
Charges for such period.

                  "Change in Control" means the consummation of any transaction
or series of related transactions (including any merger or consolidation) the
result of which is that any person (as such term is defined in Rule 13(d)(3)
under the Exchange Act), (other than (a) PP&L Resources or any of its successors
into which PP&L Resources has consolidated or merged, (b) any person (as defined
above) who comes to be a beneficial owner (as defined below) directly or
indirectly of more than 50% of the voting power of or economic interest in PP&L
Resources or (c) any of PP&L Resources' direct or indirect wholly-owned
Subsidiaries), becomes the "beneficial owner" (as such term is defined in Rule
13(d)(3) under the Exchange Act, except that a person (as defined above) shall
be deemed to have "beneficial ownership" of all securities that such person has
the right to acquire, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition), directly or
indirectly, of more than 50% of the voting power of or economic interests in the
Borrower.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are Bridge
Loans, Tranche A Revolving Loans, Tranche B Revolving Loans or Competitive Loans
and, when used in reference to any




                                       6
<PAGE>   12
Commitment, refers to whether such Commitment is a Bridge Commitment, Tranche A
Revolving Commitment or Tranche B Revolving Commitment.

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

                  "Colstrip Project Transmission Agreement" means the Colstrip
Project Transmission Agreement, dated as of May 6, 1981, as amended as of
February 14, 1990, December 30, 1996 and July 13, 1998, by and among MPC, Puget
(successor to Puget Sound Power & Light Company), Portland, PacifiCorp
(successor to Pacific Power & Light Company) and Avista Corporation (successor
to the Washington Water Power Company). The interests of the parties thereto
from which the Borrower acquires Colstrip transmission assets, subject to the
Colstrip Project Transmission Agreement, will be assigned to, and assumed by,
the Borrower or the applicable Lease Subsidiary.

                  "Colstrip Transmission System" means those two certain
249-mile, 500-kilovolt alternating current transmission lines, which run from
the switchyard located in the Common Facilities to the Broadview Substation, and
then from such substation to Townsend, Montana.

                  "Colstrip Site" means the town of Colstrip, Rosebud County,
Montana.

                  "Colstrip Unit 3" means Unit 3 of the 2,276 (gross) MW
Colstrip coal-fired electric generating facility.

                  "Colstrip Unit 4" means Unit 4 of the 2,276 (gross) MW
Colstrip coal-fired electric generating facility.

                  "Commitment" means a Bridge Commitment, Tranche A Revolving
Commitment or Tranche B Revolving Commitment, or any combination thereof (as the
context requires).

                  "Committed Borrowing" means a Bridge Borrowing, Tranche A
Revolving Borrowing or Tranche B Revolving Borrowing, or any combination thereof
(as the context requires).

                  "Committed Exposure" means, with respect to any Lender, such
Lender's Bridge Exposure, Tranche A Revolving Exposure or Tranche B Revolving
Exposure, or any combination thereof (as the context requires).

                  "Committed Loan" means a Bridge Loan, Tranche A Revolving Loan
or Tranche B Revolving Loan, or any combination thereof (as the context
requires).

                  "Common Facilities" means the facilities described in Schedule
1.01(B) hereto (as in effect on the Signing Date and as thereafter amended with
the prior written consent of (x) on or prior to the Acquisition Funding End
Date, a majority of the Agents, and (y) thereafter, the Required Lenders).

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




                                       7
<PAGE>   13
                  "Competitive Bid Rate" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

                  "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

                  "Competitive Borrowing" means a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect.

                  "Competitive Loan" means a loan made pursuant to Section 2.04.

                  "Competitive Exposure" means, with respect to any Lender, such
Lender's Bridge Competitive Exposure, Tranche A Revolving Competitive Exposure
or Tranche B Revolving Competitive Exposure, or any combination thereof (as the
context requires).

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) consolidated
interest expense for such period, (ii) consolidated income tax expense for such
period, (iii) all amounts attributable to depreciation and amortization for such
period, (iv) lease expense for such period attributable to the Leases, (v)
non-cash charges representing allocations from Affiliates and (vi) any
extraordinary non-cash charges or other non-cash nonrecurring charge items for
such period, and minus (b) without duplication and to the extent included in
determining such Consolidated Net Income, any extraordinary non-cash gains or
other non-cash nonrecurring revenue or credit items for such period, all
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be
excluded the income of any Person (other than a Core Subsidiary) in which the
Borrower or a Core Subsidiary or any director holding qualifying shares in
compliance with applicable law owns an Equity Interest, except to the extent of
the amount of dividends or other distributions actually paid to the Borrower or
any of its Subsidiaries during such period, and (b) the income or loss of any
Person accrued prior to the date it becomes a Core Subsidiary or is merged into
or consolidated with the Borrower or any Core Subsidiary or the date that such
Person's assets are acquired by the Borrower or any Core Subsidiary.

                  "Consolidated Tangible Net Assets" means, at any date of
determination, (a) the total net assets of the Borrower and its Core
Subsidiaries determined in accordance with GAAP, excluding (i) goodwill,
organizational expenses, research and product development expenses, trademarks,
tradenames, copyrights, patents, patent applications, licenses and rights in any
thereof, and other similar intangibles, (ii) all deferred charges or unamortized
debt discount and expenses, (iii) all reserves carried and not deducted from
assets, (iv) securities which are not readily marketable, (v) cash held in
sinking or other analogous funds established for the purpose of redemption,
retirement or prepayment of capital stock or other Equity Interests or
Indebtedness, (vi) any write-up in the book value of any assets resulting from a
revaluation thereof subsequent to the Initial Funding Date and (vii) any items
not included in clauses (i)




                                       8
<PAGE>   14
through (vi) above which are treated as intangibles in conformity with GAAP,
plus (b) the aggregate purchase price paid or to be paid by the Owner Lessors
for the Leased Assets, plus (c) the aggregate net book value of all asset sales
or dispositions made by the Borrower or any of its Core Subsidiaries since the
Initial Funding Date to the extent that the proceeds thereof or other
consideration received therefor are not invested in any Permitted Business of
the Borrower or any of its Core Subsidiaries and are not retained by the
Borrower or any of its Core Subsidiaries.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Core Subsidiary" means any Subsidiary that is not an
Additional Subsidiary.

                  "Credit Event Date" means each of the Signing Date, the
Initial Funding Date, each Subsequent Funding Date and each other date on which
any Borrowing is made or any Letter of Credit is issued, amended, renewed or
extended.

                  "Credit Support Letter of Credit" means one or more Letters of
Credit in an aggregate amount up to $40,000,000 used to support the Borrower's
obligation to maintain a debt service reserve under the Lease Documents.

                  "Debt to Capital Ratio" means with respect to the Borrower
and its Core Subsidiaries, the ratio, as of the end of the most recent fiscal
quarter of the Borrower for which internal financial statements are available,
of (a) the aggregate principal amount of Indebtedness of such Persons then
outstanding to (b) Total Capitalization.

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

                  "Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.06 (as in effect on the
Signing Date and as thereafter amended with the prior written consent of (x) on
or prior to the Acquisition Funding End Date, a majority of the Agents, and (y)
thereafter, the Required Lenders).

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

                  "EnergyPlus Marketing Agreement" means an agreement between
the Borrower and PP&L EnergyPlus Co., LLC, a Pennsylvania limited liability
company, relating to the marketing of power from the Montana Assets, in form and
substance reasonably satisfactory to a majority of the Agents.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions or notices issued,
promulgated or entered into by any Governmental Authority with jurisdiction over
the Borrower, any of its Subsidiaries, any of the Montana Assets then acquired
or the Facility Site, relating in any way to the environment (including damages
to natural resources), the management, release or threatened release of any




                                       9
<PAGE>   15
Hazardous Material or to health and safety matters, including any permits,
authorizations, filings, notices or other approvals issued, filed or made
thereunder.

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

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

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

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.



                                       10
<PAGE>   16
                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder or under any
other Loan Document, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located and, in each case, any Governmental Authority thereof or therein, (b)
any branch profits taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction or Governmental Authority described in
clause (a) above and (c) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.18(b), excluding, however,
requests caused by any Lender defaulting in its obligation to fund Loans
hereunder), any withholding tax that (i) is in effect and would apply to amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to any withholding tax pursuant to
Section 2.16(a), or (ii) is attributable to such Foreign Lender's failure to
comply with Section 2.16(e).

                  "Exempt Wholesale Generator" means an "exempt wholesale
generator," as such term is defined in 15 U.S.C. Section 79z-5a(a-1).

                  "Exposure" means, with respect to any Lender, such Lender's
Bridge Exposure, Tranche A Revolving Exposure, Tranche B Revolving Exposure or
Competitive Loan Exposure, or any combination thereof (as the context requires).

                  "Facility Site" means the undivided interest in that portion
of the Colstrip Site on which the Leased Assets are located.

                  "Facility Site Lease and Sublease" means a facility site lease
and sublease agreement substantially in the form of Exhibit B-7 hereto, with
such changes prior to the execution thereof that are not material to the Lenders
as determined by a majority of the Agents.

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

                  "FERC" means the Federal Energy Regulatory Commission.

                  "Financial Officer" means a financial officer of the Borrower.

                  "Financing Transactions" means the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is to be a
party, the borrowing of Loans, the use of the proceeds thereof and the issuance
of Letters of Credit hereunder.



                                       11
<PAGE>   17
                  "Fixed Charges" means, with respect to the Borrower and its
Core Subsidiaries for any period, the sum, without duplication, of (a) the
aggregate amount of interest expense with respect to Indebtedness of such
Persons for such period, including (i) the net payments under interest rate
Hedging Agreements (with payments to the Borrower and any of its Core
Subsidiaries to be subtracted and payments by the Borrower and any of its Core
Subsidiaries to be added), (ii) all capitalized interest and (iii) the interest
portion of any deferred payment obligation, plus (b) the aggregate amount of all
mandatory scheduled payments (whether designated as payments or prepayments) and
sinking fund payments with respect to principal of any Indebtedness of such
Persons, plus (c) the aggregate amount of all payments due under the Leases, in
each case, scheduled to be paid by such Person during such period.

                  "Fixed Rate" means, with respect to any Competitive Loan
(other than a Eurodollar Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.

                  "Fixed Rate Loan" means a Competitive Loan bearing interest at
a Fixed Rate.

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

                  "Fuel Consultant" means John T. Boyd Company or any other
Person from time to time appointed by the Administrative Agent to act as fuel
consultant for purposes of this Agreement.

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

                  "Governmental Authority" means the government of the United
States of America, any other nation with jurisdiction over the Borrower, any of
its Subsidiaries, any of the Montana Assets then acquired or the Facility Site,
or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or




                                       12
<PAGE>   18
letter of guaranty issued to support such Indebtedness or obligation; provided,
that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement, including any annuity agreement purchased with the proceeds of, or
converted from, any other Hedging Agreement.

                  "Holdings" means PP&L Montana Holdings, LLC, a Delaware
limited liability company.

                  "Indebtedness" of any Person means (a) all indebtedness of
such Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (c) all obligations of
such Person to pay the deferred purchase price of property or services, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement upon
the occurrence of an event of default are limited to repossession or sale of
such property), (e) all Lease Obligations of such Person, (f) all obligations,
contingent or otherwise, of such Person under acceptance, letter of credit or
similar facilities, (g) all unconditional obligations of such Person to
purchase, redeem, retire, defease or otherwise acquire for value any capital
stock or other Equity Interests of such Person or any warrants, rights or
options to acquire such capital stock or other Equity Interests, (h) all
Indebtedness of any other Person of the type referred to in clauses (a) through
(g) which is Guaranteed by such Person or for which such Person shall otherwise
(including pursuant to any keepwell, makewell or similar arrangement) become
directly or indirectly liable, and (i) all third party Indebtedness of the type
referred to in clauses (a) through (g) above secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien or security interest on property (including accounts and
contract rights) owned by the Person whose Indebtedness is being measured, even
though such Person has not assumed or become liable for the payment of such
third party Indebtedness, the amount of such obligation being deemed to be the
lesser of the value of such property or the amount of the obligation so secured.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Independent Appraisal" means an appraisal of the Montana
Assets, in form and substance satisfactory to the Administrative Agent, prepared
by the Appraiser.



                                       13
<PAGE>   19
                  "Independent Engineer" means R.W. Beck, Inc. or any other
Person from time to time appointed by the Administrative Agent to act as
independent engineer for purposes of this Agreement.

                  "Information Memorandum" means the Confidential Information
Memorandum dated August 1999 relating to the Borrower and the Transactions.

                  "Initial Funding Date" means the date on which the Borrower
requests a Borrowing to be made and/or a Letter of Credit to be issued and the
conditions specified in Section 4.02 are satisfied (or waived in accordance with
Section 9.02).

                  "Initial Funding Date Acquisitions" means the acquisition of
the Montana Assets listed on Schedule 1.01(A) hereto (as in effect on the
Signing Date and as thereafter amended with the prior written consent of a
majority of the Agents) and any other Montana Assets, in each case pursuant to
the applicable Asset Purchase Agreements.

                  "Insurance Consultant" means AON Risk Services or any other
Person from time to time appointed by the Administrative Agent to act as
insurance consultant for purposes of this Agreement.

                  "Interconnection Agreement" means the Interconnection
Agreement to be entered into by and between the Borrower and MPC substantially
in the form attached hereto as Exhibit F, with such changes prior to the
execution thereof that are not material to the Lenders as determined by a
majority of the Agents.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Committed Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December, (b) with respect
to any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period, and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Loan with an Interest Period of more than 90 days' duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last
day of such Interest Period that occurs at intervals of 90 days' duration after
the first day of such Interest Period, and any other dates that are specified in
the applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

                  "Interest Period" means (a) with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, and (b) with respect to any
Fixed Rate Borrowing, the period (which shall not be less than seven days or
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next




                                       14
<PAGE>   20
succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such
next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day and (ii)
any Interest Period pertaining to a Eurodollar Borrowing that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, in the case of a Committed
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

                  "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions, purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

                  "Issuing Bank" means The Chase Manhattan Bank, in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.05(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Tranche B
Revolving Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time.

                  "Lease" means a facility lease agreement substantially in the
form of Exhibit B-1 hereto, with such changes prior to the execution thereof
that are not material to the Lenders as determined by a majority of the Agents.

                  "Lease Closing Date" means a date on which Lease Documents
with respect to some or all of the Leased Assets are executed and delivered and
all conditions precedent to the performance of the obligations thereunder are
satisfied or waived in accordance with the terms thereof.

                  "Lease Debt" means Indebtedness incurred by any Owner Lessor
and its subsidiaries, if any, under the Lease Documents.

                  "Lease Documents" means, collectively, the Leases, the
Facility Site Lease and Subleases, the Lease Guarantee, the Lease Notes, the
Lease Indentures, the Supplemental Lease Indentures, the Pass-Through
Certificates, the Pass-Through Trust Agreements, the Participation




                                       15
<PAGE>   21
Agreement and any other documents, agreements or other instruments executed in
connection with the Lease Transactions.

                  "Lease Event of Default" means an "event of default" under and
as defined in a Lease.

                  "Lease Guarantee" means an agreement substantially in the form
of Exhibit B-2 hereto, with such changes prior to the execution thereof that are
not material to the Lenders as determined by a majority of the Agents.

                  "Lease Indenture" means an indenture substantially in the form
of Exhibit B-3, with such changes prior to the execution thereof that are not
material to the Lenders as determined by a majority of the Agents.

                  "Lease Indenture Trustee" means a trustee under a Lease
Indenture.

                  "Lease Note" means a note substantially in the form of Exhibit
B-4, with such changes prior to the execution thereof that are not material to
the Lenders as determined by a majority of the Agents.

                  "Lease Obligations" means without duplication, (a)
indebtedness represented by obligations under a lease that is required to be
capitalized for financial reporting purposes, and (b) with respect to
non-capital leases, (i) the principal amount of non-recourse indebtedness of the
lessor in such a lease, or (ii) if such amount is indeterminable, then the
present value, determined using a discount rate equal to the incremental
borrowing rate (as defined in Statement of Financial Accounting Standards No.
13) of the lessee under a lease, of rent obligations under such lease.
                  "Lease Subsidiaries" means, collectively, PP&L Colstrip I, LLC
and PP&L Colstrip II, LLC.

                  "Lease Transactions" means the transactions contemplated by
the Lease Documents.

                  "Leased Assets" means, collectively, the assets leased by each
Lessee pursuant to the Lease Documents.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                  "Lessees" means, collectively, the Borrower and the Lease
Subsidiaries.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Telerate Page 3750 (or on any
successor or substitute for such Page providing rate quotations comparable to
those currently provided on such Page, as determined by




                                       16
<PAGE>   22
the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

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

                  "Loan Documents" means this Agreement, the Subsidiary
Guarantee Agreement and each promissory note delivered pursuant to this
Agreement.

                  "Loan Parties" means the Borrower and its Core Subsidiaries.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

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

                  "Market Consultant" means PHB Hagler Bailly, Inc. or any other
Person from time to time appointed by the Administrative Agent to act as market
consultant for purposes of this Agreement.

                  "Material Adverse Effect" means any event, development or
circumstance that has had or could reasonably be expected to have a material
adverse effect on (a) the business, assets, revenue, results of operations,
condition (financial or otherwise) or prospects of the Borrower and its Core
Subsidiaries taken as a whole (including any such effect resulting from an
event, development or circumstance affecting one or more Additional
Subsidiaries), (b) the ability of any Loan Party to perform its obligations
under the Loan Documents to which it is a party or (c) the validity or
enforceability of any of the Loan Documents or the rights and remedies of the
Administrative Agent and the Lenders thereunder.

                  "Material Agreements" means, collectively, the Asset Purchase
Agreements, the Wholesale Transition Service Agreements, the Interconnection
Agreement, the Operating Agreements, the Reciprocal Sharing Agreement, the
Colstrip Project Transmission Agreement, the New Transmission Services
Agreements (if any), the EnergyPlus Marketing Agreement and




                                       17
<PAGE>   23
the Lease Documents, in each case on and after the date on which such agreement
has been executed by the parties thereto.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), including the Lease Debt, or obligations in
respect of one or more Hedging Agreements, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount exceeding $10,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements), the Borrower or such Subsidiary would be required to
pay if such Hedging Agreement were terminated at such time.

                  "Montana Assets" means, collectively, the assets to be
acquired from MPC, Puget and Portland listed on Schedule 1.01(D), which schedule
indicates all of the Assets (as defined in the MPC Asset Purchase Agreement)
that will not be included in the Initial Funding Date Acquisitions (as in effect
on the Signing Date and as thereafter amended with the prior written consent of
(x) on or prior to the Acquisition Funding End Date, a majority of the Agents,
and (y) thereafter, the Required Lenders).

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

                  "MPC" means The Montana Power Company, a Montana corporation.

                  "MPC Acquisitions" means the acquisition of assets to be sold
pursuant to the MPC Asset Purchase Agreement.

                  "MPC Asset Purchase Agreement" means the Asset Purchase
Agreement, dated as of October 31, 1998, by and between PP&L Global and MPC.

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

                  "Net Adjustment Payments" means, at any time, the amount, if
positive, by which (a) the aggregate amount of payments due and payable by the
Borrower for Purchase Price Adjustments exceeds (b) the aggregate amount of
proceeds received by or due to the Borrower for Purchase Price Adjustments and
not previously taken into account in connection with any funding of Bridge Loans
or Tranche A Revolving Loans to pay Purchase Price Adjustments.

                  "Net Adjustment Proceeds" means the amount, if positive, by
which the aggregate amount of proceeds received by the Borrower for Purchase
Price Adjustments exceeds the aggregate amount of payments made by the Borrower
for Purchase Price Adjustments.

                  "Net Proceeds" means, with respect to (a) the designation of a
Subsidiary as an Additional Subsidiary in accordance with Section 6.13, the
funds made available by the Borrower pursuant to Section 6.13(g), and (b) any
other event, (i) the cash proceeds received in respect of such event including
any cash received in respect of any non-cash proceeds, but only as and when
received, net of (ii) the sum of (A) all reasonable fees and out-of-pocket
expenses paid by the Borrower and its Subsidiaries to third parties (other than
Affiliates) in connection




                                       18
<PAGE>   24
with such event, (B) in the case of an Asset Sale, the amount of all payments
required to be made by the Borrower and its Subsidiaries as a result of such
event to repay Indebtedness (other than Loans) secured by the asset or assets
disposed of in such Asset Sale or otherwise subject to mandatory prepayment as a
result of such Asset Sale, and (C) the amount of all taxes paid (or reasonably
estimated to be payable) by the Borrower and its Subsidiaries, and the amount of
any reserves established by the Borrower and its Subsidiaries to fund contingent
liabilities reasonably estimated to be payable, in each case during the year
that such event occurred or the next succeeding year and that are directly
attributable to such event (as determined reasonably and in good faith by the
chief financial officer of the Borrower).

                  "New Transmission Services Agreements" means, collectively,
(a) the Transmission Agreement, if any, to be entered into by and between the
Borrower and MPC relating to the transmission of energy from Colstrip Units 1-3
on the Colstrip Transmission System, (b) the Transmission Agreement, if any, to
be entered into by and between PP&L Colstrip I, LLC and Puget, as contemplated
by Section 6.10 of the Puget Asset Purchase Agreement, and (c) the Transmission
Agreement, if any, to be entered into by and between PP&L Colstrip II, LLC and
Portland, as contemplated by Sections 5.08 and 6.15 of the Portland Asset
Purchase Agreement, in each case in form and substance satisfactory to a
majority of the Agents.

                  "Non-Recourse Indebtedness" means Indebtedness (a) as to which
neither the Borrower nor any of its Core Subsidiaries (i) provides credit
support of any kind (including any undertaking, agreement or instrument that
would constitute Indebtedness), (ii) is directly or indirectly liable as a
guarantor or otherwise, or (iii) is the lender; (b) which, if in default, would
not permit (upon notice, lapse of time or both) any holder of any other
Indebtedness of the Borrower or any of its Core Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity (including the right of such
holders to take enforcement action against an Additional Subsidiary); and (c) as
to which the lenders have been notified in writing that they will not have any
recourse to the Equity Interests or assets (other than the Equity Interests of
any Person other than a Core Subsidiary) of the Borrower or any of its Core
Subsidiaries.

                  "Open Access Transmission Tariff" means an "open access
transmission tariff" meeting the requirements of the Federal Power Act and
applicable FERC orders and decisions thereunder.

                  "Operating Agreements" means, collectively:

                  (i) the Agreement for the Operation and Maintenance of
Colstrip Steam Electric Generating Plant, dated as of July 30, 1971, by and
between MPC and Puget (successor to Puget Sound Power & Light Company);

                  (ii) the Construction & Ownership Agreement, dated as of July
30, 1971, by and between MPC and Puget (successor to Puget Sound Power & Light
Company);

                  (iii) the Ownership and Operation Agreement -- Colstrip Units
3 and 4, dated as of May 6, 1981, as amended October 11, 1991 and July 13, 1998,
by and among MPC, Puget




                                       19
<PAGE>   25
(successor to Puget Sound Power & Light Company and Puget Colstrip Construction
Company), Avista Corporation (successor to The Washington Water Power Company),
Portland and PacifiCorp (successor to Pacific Power & Light Company); and

                  (iv) the Common Facilities Agreement -- Colstrip Units 1, 2, 3
and 4, dated as of May 6, 1981, as amended January 21, 1992, by and among MPC,
Puget (successor to Puget Sound Power & Light Company and Puget Colstrip
Construction Company), Avista Corporation (successor to The Washington Water
Power Company), Portland and PacifiCorp (successor to Pacific Power & Light
Company);

in each case, with the rights and obligations under such agreements of MPC
(except to the extent specified in the Unit 3 and 4 Voting Agreement, if any),
Puget and Portland to be assigned to, and assumed by the Borrower or the
applicable Lease Subsidiary, on the Initial Funding Date or a Subsequent Funding
Date, as applicable, to the extent specified in the documents relating to the
Acquisitions.

                  "Other Taxes" means any and all present or future recording,
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies arising from any payment made under this Agreement or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement.

                  "Owner Lessors" means the Delaware limited liability companies
established specifically for the benefit of the applicable Owner Participant.
The Owner Lessors will lease the undivided interests in the Leased Assets to the
Lessees under the Leases.

                  "Owner Lessor Liens" means "Owner Lessor Liens," as defined in
the Participation Agreement.

                  "Owner Participants" means the wholly-owned subsidiaries of
Bell Atlantic Credit Corp. and Newcourt Capital USA, Inc., respectively.

                  "Owner Participant Liens" means "Owner Participant Liens," as
defined in the Participation Agreement.

                  "Participation Agreement" means a participation agreement
substantially in the form of Exhibit B-8 hereto, with such changes prior to the
execution thereof that are not material to the Lenders as determined by a
majority of the Agents.

                  "Pass-Through Certificate" means a pass-through certificate
substantially in the form of Exhibit B-5, with such changes prior to the
execution thereof that are not material to the Lenders as determined by a
majority of the Agents.

                  "Pass-Through Trust Agreement" means a trust agreement
substantially in the form of Exhibit B-6, with such changes prior to the
execution thereof that are not material to the Lenders as determined by a
majority of the Agents.

                  "Pass-Through Trustee" means a trustee under a Pass-Through
Trust Agreement.



                                       20
<PAGE>   26
                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Permitted Business" means (a) the generation, transmission,
distribution, marketing and sale of power from the Montana Assets (and any
expansions related to the Montana Assets or acquisitions of similar generating
assets in Montana); (b) activities related to the ownership and operation of the
Rosebud Coal Mine or other coal assets in North America for the supply of fuel
to the Montana Assets (and any expansions related to the Montana Assets or
acquisitions of similar generating assets in Montana); (c) all activities
related or incidental to those set forth in clauses (a) and (b); and (d) any
other activity related to non-nuclear generation, transmission, distribution,
marketing and sale of power in North America, so long as Moody's and S&P confirm
that the then-existing ratings assigned to the Pass-Through Certificates will
not fall below investment grade as a result of the Borrower's and/or its
Subsidiaries' participation in such activities.

                  "Permitted Investment" means (a) any Investment in the
Borrower or in a Core Subsidiary; (b) any Investment in Cash Equivalents; (c)
any Investment by the Borrower or any Core Subsidiary in a Person, if as a
result of such Investment, (i) such Person becomes a Core Subsidiary or (ii)
such Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Borrower
or a wholly-owned Core Subsidiary; (d) any acquisition of assets solely in
exchange for the issuance of Equity Interests of the Borrower; (e) any
obligations incurred under a Hedging Agreement; (f) other Investments in any
Person (including any Additional Subsidiary) having an aggregate fair market
value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value) that, together with all other Investments
made pursuant to this clause (f) since the Signing Date, is equal to or less
than $10,000,000; and (g) any Investment made from the proceeds of capital
contributions to, or the issuance and sale of Equity Interests in, the Borrower
not constituting Indebtedness other than the proceeds of Required Equity
Contributions made pursuant to Section 4.02(o) or 4.03(h).

                  "Permitted Liens" means (a) Liens listed on Schedule 6.02(a)
hereto (as in effect on the Signing Date and as thereafter amended with the
prior written consent of (x) on or prior to the Acquisition Funding End Date, a
majority of the Agents, and (y) thereafter, the Required Lenders); (b) Liens
granted by the Borrower to any wholly-owned Core Subsidiary or by a wholly-owned
Core Subsidiary to the Borrower or any other wholly-owned Core Subsidiary; (c)
any Lien arising by reason of any judgment, decree or order of any court so long
as such Lien is being contested in good faith and is appropriately bonded or
reserved against, and any appropriate legal proceedings that may have been duly
initiated for the review of such judgment, decree or order have not been finally
terminated or the period within which such proceedings may be initiated has not
expired; (d) Liens arising by reason of taxes, duties or other governmental
charges that are not yet delinquent or are being contested in good faith; (e)
Liens arising by reason of security for payment of worker's compensation or
other insurance; (f) Liens arising by operation of law in favor of carriers,
warehousemen, landlords, mechanics, materialmen, laborers or employees for sums
that are not yet delinquent or are being contested in good faith; (g) Liens in
favor of suppliers incurred in the ordinary course of business for sums that are
not yet delinquent or are being contested in good faith; (h) Liens arising by
reason of easements, rights-of-way, zoning and similar covenants and
restrictions or similar encumbrances




                                       21
<PAGE>   27
or title defects that do not interfere with the ordinary course of business of
the Borrower or any of its Core Subsidiaries; (i) Liens arising by operation of
law pursuant to any license issued by the FERC required for the Borrower's
operation of hydroelectric generation facilities; (j) Liens to secure
Indebtedness incurred pursuant to Section 6.01(b)(iv), provided that such Liens
do not cover assets which are, as a whole, more valuable than the then current
value of the assets covered by Liens securing the Indebtedness being so
refinanced; (k) the interests of the Lessees (including the Borrower), the Owner
Participants, the Owner Lessors and the Lease Indenture Trustees under the Lease
Documents; (l) Owner Lessor Liens and Owner Participant Liens; (m) the
reversionary interests of (i) the Borrower in the Facility Site and (ii) the
Owner Lessors in the Leased Assets; (n) the Liens, leases, easements and
encumbrances identified on the policy of title insurance issued in connection
with any Acquisition; (o) Liens to secure Indebtedness permitted to be incurred
pursuant to Section 6.01 (other than Indebtedness incurred pursuant to Section
6.01(b)(iii)), provided that such Liens shall not secure Indebtedness in an
amount in excess of $25,000,000; (p) Liens on assets of any Additional
Subsidiary that secure Non-Recourse Indebtedness of such Additional Subsidiary;
(q) operating agreements or such other similar arrangements with respect to the
Common Facilities used by or useful to the Borrower or its Core Subsidiaries
which could not reasonably be expected to result in a material adverse effect on
(i) the business, assets, revenues, results of operations, financial condition
or prospects of the Borrower and its Core Subsidiaries, taken as a whole, (ii)
the ability of the Borrower or its Core Subsidiaries to perform their respective
obligations under the Loan Documents or (iii) the validity or enforceability of
Loan Documents or the rights and remedies of the Lenders thereunder; (r)
deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business; (s) the interest
of the lessor under a lease constituting a Capital Lease Obligation and a
purchase money security interest in property acquired with the proceeds of
purchase money Indebtedness permitted under Section 6.01; (t) Liens arising by
virtue of any statutory provisions relating to banker's liens, rights of set-off
or similar rights and remedies as to deposit accounts or the funds maintained
with a creditor depositary institution; and (u) Liens created or purported to be
created pursuant to the Subsidiary Guarantee Agreement.

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

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

                  "Portland" means Portland General Electric Company, an Oregon
corporation.

                  "Portland Acquisitions" means the acquisition of assets to be
sold pursuant to the Portland Asset Purchase Agreement.

                  "Portland Asset Purchase Agreement" means the Asset Purchase
Agreement, dated as of November 1, 1998, by and between PP&L Global and
Portland.



                                       22
<PAGE>   28
                  "PP&L Global" means PP&L Global, Inc., a Pennsylvania
corporation.

                  "PP&L Resources" means PP&L Resources, Inc., a Pennsylvania
corporation; provided that if (a) any person (as such term is defined in Rule
13(d)(3) under the Exchange Act) becomes a beneficial owner (as such term is
defined in Rule 13(d)(3) under the Exchange Act, except that a person (as
defined above) shall be deemed to have "beneficial ownership" of all securities
that such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the voting power of or
economic interest in PP&L Resources or (b) any event that is not described in
the definition of "Change of Control" occurs, pursuant to which PP&L Resources
merges into or consolidates with another entity and PP&L Resources is not the
surviving entity, then immediately after such event, in the case of clause (a),
"PP&L Resources" shall refer to the person so acquiring more than 50% of the
voting power of or economic interest in PP&L Resources or, in the case of clause
(b), "PP&L Resources" shall mean such surviving entity.

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

                  "Pro Rata Share" means, for any Lender, the Tranche A
Revolving Commitment of such Lender divided by the aggregate of the Tranche A
Revolving Commitments of all Lenders.

                  "Puget" means Puget Sound Energy, Inc., a Washington
corporation.

                  "Puget Acquisitions" means the acquisition of assets to be
sold pursuant to the Puget Asset Purchase Agreement.

                  "Puget Asset Purchase Agreement" means the Asset Purchase
Agreement, dated as of November 1, 1998, by and between PP&L Global and Puget.
"PUHCA" means the Public Utility Holding Company Act of 1935 and all rules and
regulations adopted thereunder.

                  "PUHCA" means the Public Utility Holding Company Act of 1935
and all rules and regulations adopted thereunder.

                  "Purchase Price Adjustment" means (a) any adjustment to the
base purchase price under an Asset Purchase Agreement which under such Asset
Purchase Agreement is to be made within 60 days after the Acquisitions under
such Asset Purchase Agreement are consummated, or (b) any adjustment in
accordance with Section 1.05 of the MPC Asset Purchase Agreement or Section 1.05
of the Puget Asset Purchase Agreement.

                  "Reciprocal Sharing Agreement" means the Colstrip Units 3 and
4 Generating Project Reciprocal Sharing Agreement, dated as of October 8, 1998,
by and between MPC and MPC acting through its Energy Supply Division (together
with such ancillary agreements that are reasonably acceptable to a majority of
the Agents), with the interest relating to Colstrip Unit 3 to be assigned to,
and assumed by, the Borrower on the Initial Funding Date.



                                       23
<PAGE>   29
                  "Register" has the meaning set forth in Section 9.04.

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

                  "Required Equity Contribution" means, on any date, an amount
such that (i) the minimum projected Cash Flow to Fixed Charges Ratio shall
exceed 2.25 to 1.0 for each year after 1999 during the projected term of the
Lease Debt, (ii) the average projected Cash Flow to Fixed Charges Ratio shall
exceed 3.25 to 1.0 during the projected term of the Lease Debt and (iii) the
Debt to Capital Ratio shall be less than 0.5 to 1.0, in each case as set forth
in a certificate of the chief financial officer of the Borrower (based, in the
case of clause (i) and (ii) immediately above, on reasonable assumptions) in
form and substance reasonably satisfactory to a majority of the Agents.

                  "Required Lenders" means, at any time, Lenders having
Committed Exposures and unused Commitments representing more than 50% of the sum
of the total Committed Exposures and unused Commitments at such time.

                  "Restricted Investment" means any Investment other than a
Permitted Investment.

                  "Restricted Payment" means (a) the declaration or payment of
any dividend or the making any other payment or distribution on account of the
Borrower's or any of its Core Subsidiaries' Equity Interests (including any
payment in connection with any merger or consolidation involving the Borrower or
any of its Core Subsidiaries) or to the direct or indirect holders of the
Borrower's or any of its Core Subsidiaries' Equity Interests in their capacity
as such (provided that the payment of dividends or distributions payable in
Equity Interests of the Borrower or dividends or distributions to the Borrower
or its Core Subsidiaries shall not be deemed to be Restricted Payments); (b) the
purchase, redemption or other acquisition or retirement for value (including in
connection with any merger or consolidation involving the Borrower) of any
Equity Interests in the Borrower; (c) the making of any payment on or with
respect to, or the purchase, redemption, defeasance or other acquisition or
retirement for value of any Subordinated Indebtedness of the Borrower; (d) the
making of any Restricted Investment; or (e) the designation of a Core Subsidiary
as an Additional Subsidiary (the Restricted Payment made upon such a designation
to be determined as the fair market value of the Investments made in such Core
Subsidiary by the Borrower or any of its Core Subsidiaries).

                  "Revolving Availability Period" means the Tranche A Revolving
Availability Period or the Tranche B Revolving Availability Period, or any
combination thereof (as the context otherwise requires).

                  "Revolving Commitment" means, with respect to any Lender, the
sum of such Lender's Tranche A Revolving Commitment plus such Lender's Tranche B
Revolving Commitment.

                  "Revolving Exposure" means, with respect to any Lender, the
sum of such Lender's Tranche A Revolving Exposure plus such Lender's Tranche B
Revolving Exposure.



                                       24
<PAGE>   30
                  "Revolving Loan" means a Tranche A Revolving Loan or a Tranche
B Revolving Loan, or any combination thereof (as the context otherwise
requires).

                  "Rosebud Coal Mine" means a large surface coal mining
operation owned and operated by Western Energy Company located in Rosebud County
in southeastern Montana.

                  "Significant Lease Default" with respect to any Lease, has the
meaning given to such term in such Lease.

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

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

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months, and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "Subordinated Indebtedness" means Indebtedness that (a) is
expressly subordinated to the Borrower's payment obligations under this
Agreement on terms substantially similar to the subordination terms attached as
(x) with respect to Subordinated Indebtedness issued to Affiliates of the
Borrower, Schedule 1.01(C) to this Agreement, and (y) with respect to
Subordinated Indebtedness issued to Persons that are not Affiliates of the
Borrower, Schedule 1.01(C) to this Agreement, (b) with respect to Subordinated
Indebtedness issued to Affiliates of the Borrower, does not have any payment of
principal which is due on or prior to the day that is 180 days after the Tranche
A Revolving Maturity Date, (c) with respect to Subordinated Indebtedness issued
to Affiliates of the Borrower, is not required, in any contingency, to be
redeemed or repurchased, and (d) with respect to Indebtedness issued to Persons
that are not Affiliates of the Borrower, is otherwise satisfactory to the
Required Lenders.

                  "Subsequent Funding Date" means any date on which the Borrower
requests a Borrowing to be made and/or a Letter of Credit to be issued and the
conditions specified in Section 4.03 are satisfied (or waived in accordance with
Section 9.02).

                  "Subsequent Funding Date Acquisitions" means, collectively,
(i) any MPC Acquisitions, Puget Acquisitions or Portland Acquisitions which did
not occur on the Initial




                                       25
<PAGE>   31
Funding Date, and (ii) any payment requirements of the Borrower for a Purchase
Price Adjustment.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Guarantee Agreement" means an agreement
substantially in the form of Exhibit D hereto executed by each of the Core
Subsidiaries in favor of the Lenders.

                  "Supplemental Lease Indenture" means a supplemental indenture
substantially in the form of Exhibit B-9, with such changes prior to the
execution thereof that are not material to the Lenders as determined by a
majority of the Agents.

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

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Total Capitalization" means, on any date of determination,
with respect to the Borrower and its Core Subsidiaries, the sum, without
duplication, of (a) total common stock equity or analogous ownership interests
of such Person, (b) preferred stock and preferred securities of such Person, (c)
additional paid in capital or analogous interests of such Person, (d) retained
earnings of such person, (e) the aggregate principal amount of Indebtedness of
such Person then outstanding and (f) the total equity contributed by the Owner
Participants on the Initial Funding Date and any Subsequent Funding Date.

                  "Tranche A Acquisition Funding Cap" means, at any time, (a)
the aggregate amount of all Tranche A Revolving Loans made pursuant to Section
2.01(b)(i), 2.01(b)(ii) or




                                       26
<PAGE>   32
2.01(b)(iv) less (b) the aggregate amount of all reductions in the Tranche A
Revolving Commitments pursuant to Section 2.10(c), 2.10(d) or 2.10(e) that have
become effective.

                  "Tranche A Revolving Availability Period" means the period
from and including the Signing Date to but excluding the earlier of (a) the
Tranche A Revolving Maturity Date and (b) the date of termination of the Tranche
A Revolving Commitments.

                  "Tranche A Revolving Borrowing" means Tranche A Revolving
Loans of the same Type, made, converted or continued on the same date and, in
the case of Eurodollar Loans, as to which a single Interest Period is in effect.

                  "Tranche A Revolving Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Tranche A Revolving Loans
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 or 2.10 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's Tranche A Revolving Commitment is set forth on Schedule 2.01, or
in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Tranche A Revolving Commitment, as applicable. The initial aggregate
amount of the Lenders' Tranche A Revolving Commitments is $150,000,000.

                  "Tranche A Revolving Competitive Exposure" means, with respect
to any Lender at any time, the outstanding principal amount of such Lender's
Tranche A Revolving Competitive Loans at such time.

                  "Tranche A Revolving Exposure" means, with respect to any
Lender at any time, the outstanding principal amount of such Lender's Tranche A
Revolving Loans at such time.

                  "Tranche A Revolving Lender" means a Lender with a Tranche A
Revolving Commitment or, if the Tranche A Revolving Commitments have terminated
or expired, a Lender with Tranche A Revolving Exposure.

                  "Tranche A Revolving Loan" means a Loan made pursuant to
clause (b) of Section 2.01.

                  "Tranche A Revolving Maturity Date" means the day which is
three (3) years following the Signing Date.

                  "Tranche B Revolving Availability Period" means (i) the period
from and including the Signing Date to but excluding the earlier of (a) the
Tranche B Revolving Maturity Date and (b) the date of termination of the Tranche
B Revolving Commitments.

                  "Tranche B Revolving Borrowing" means Tranche B Revolving
Loans of the same Type, made, converted or continued on the same date and, in
the case of Eurodollar Loans, as to which a single Interest Period is in effect.

                  "Tranche B Revolving Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Tranche B Revolving Loans
and to acquire participations in Letters of Credit hereunder, as such commitment
may be (a) reduced from time




                                       27
<PAGE>   33
to time pursuant to Section 2.08 or 2.10 and (b) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
The initial amount of each Lender's Tranche B Revolving Commitment is set forth
on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Tranche B Revolving Commitment, as applicable. The
initial aggregate amount of the Lenders' Tranche B Revolving Commitments is
$125,000,000.

                  "Tranche B Revolving Competitive Exposure" means, with respect
to any Lender at any time, the outstanding principal amount of such Lender's
Tranche B Revolving Competitive Loans at such time.

                  "Tranche B Revolving Exposure" means, with respect to any
Lender at any time, the outstanding principal amount of such Lender's Tranche B
Revolving Loans and its LC Exposure at such time.

                  "Tranche B Revolving Extension Date" means, in respect of the
Tranche B Revolving Maturity Date in effect at any time, the first anniversary
of such then-effective Tranche B Revolving Maturity Date, if (i) the Borrower
has submitted to the Administrative Agent and Lenders a written request for a
one-year extension of such then-effective Tranche B Revolving Maturity Date
(which request shall be made no more often than once each year), (ii) each of
the Lenders has executed and delivered a written consent to such request (which
consent each Lender shall be free to give or withhold at its sole option and
election and may deliver subject to any condition), and (iii) all conditions to
which such consents are subject have been satisfied.

                  "Tranche B Revolving Lender" means a Lender with a Tranche B
Revolving Commitment or, if the Tranche B Revolving Commitments have terminated
or expired, a Lender with Tranche B Revolving Exposure.

                  "Tranche B Revolving Loan" means a Loan made pursuant to
clause (c) of Section 2.01.

                  "Tranche B Revolving Maturity Date" means (a) the day which is
three (3) years following the Signing Date or (b) if so agreed in writing by
each of the Lenders, the Tranche B Revolving Extension Date then most recently
approved by them.

                  "Transactions" means the Financing Transactions, the
Acquisitions and the Lease Transactions.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Unit 3 and 4 Voting Agreement" means the agreement, if any,
to be entered into by and between the Borrower and MPC relating to the
allocation of voting rights applicable to MPC's member interest on the Operating
Committee in respect of Colstrip Unit 3 and Colstrip Unit 4, in form and
substance reasonably satisfactory to a majority of the Agents.



                                       28
<PAGE>   34
                  "Wholesale Transition Service Agreements" means, collectively,
(i) the Colstrip Unit 3 Wholesale Transition Service Agreement to be entered
into by and between the Borrower and MPC substantially in the form attached
hereto as Exhibit G-1, with such changes prior to the execution thereof that are
not material to the Lenders as determined by a majority of the Agents, (ii) the
Non-Colstrip Unit 3 Wholesale Transition Service Agreement to be entered into by
and between the Borrower and MPC substantially in the form attached hereto as
Exhibit G-2, with such changes prior to the execution thereof that are not
material to the Lenders as determined by a majority of the Agents, (iii) the
Wholesale Transition Service Agreement to be entered into by and between the
Borrower and Puget substantially in the form attached hereto as Exhibit G-3
(together with ancillary agreements that are reasonably acceptable to a majority
of the Agents), with such changes prior to the execution thereof that are not
material to the Lenders as determined by a majority of the Agents, and (iv) the
Transition Power Sale Agreement, dated as of August 9, 1999, by and between the
Borrower and Portland.

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

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

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

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to




                                       29
<PAGE>   35
eliminate the effect of any change occurring after the Signing Date in GAAP or
in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.


                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees:

                  (a) to make Bridge Loans to the Borrower from time to time
during the Bridge Availability Period in an aggregate principal amount that will
not result in such Lender's Bridge Exposure exceeding such Lender's Bridge
Commitment; provided that Bridge Loans shall be made only:

                           (i) on any Business Day which is or is prior to the
         Acquisition Funding End Date and on which an Acquisition is
         consummated, in an amount not exceeding, and for the purpose solely of
         financing, the difference between (A) the purchase consideration for
         such Acquisition and all costs and expenses of the Transactions then
         payable and (B) the Required Equity Contribution determined as of such
         date in respect of such Acquisition,

                           (ii)from time to time prior to or on the 30th day
         following the Acquisition Funding End Date, in an amount not exceeding,
         and for the purpose solely of financing, the difference between (A) any
         Net Adjustment Payments then due and payable and (B) the Required
         Equity Contribution determined as of such date in respect of such Net
         Adjustment Payments, and

                           (iii) from time to time during the Bridge
         Availability Period, in an amount not exceeding, and for the purpose
         solely of repaying, any Bridge Competitive Loan then due and payable;

                  (b) to make Tranche A Revolving Loans to the Borrower from
time to time during the Tranche A Revolving Availability Period in an aggregate
principal amount that will not result in such Lender's Tranche A Revolving
Exposure exceeding such Lender's Tranche A Revolving Commitment; provided that
Tranche A Revolving Loans shall be made only after Bridge Loans have been funded
in an amount equal to the Bridge Commitments and only:

                           (i) on any Business Day which is or is prior to the
         Acquisition Funding End Date and on which an Acquisition is
         consummated, in an amount not exceeding, and for the purpose solely of
         financing, the difference between (A) the purchase consideration for
         such Acquisition and all costs and expenses of the Transactions then
         payable and (B)




                                       30
<PAGE>   36
         the sum of (x) the Required Equity Contribution determined as of such
         date in respect of such Acquisition and (y) all proceeds of Bridge
         Loans (if any) funded to finance such purchase consideration, costs and
         expenses,

                           (ii)from time to time prior to or on the 30th day
         following the Acquisition Funding End Date, in an amount not exceeding,
         and for the purpose solely of financing, the difference between (A) any
         Net Adjustment Payments then due and payable and (B) the sum of (x) the
         Required Equity Contribution determined as of such date in respect of
         such Net Adjustment Payments and (y) all proceeds of Bridge Loans (if
         any) funded to finance such Net Adjustment Payments, and

                           (iii) from time to time during the Tranche A
         Revolving Availability Period, for the general corporate purposes of
         the Borrower and its Core Subsidiaries in the ordinary course of
         business but only if, after giving effect to such funding, such
         Lender's Tranche A Revolving Exposure will not exceed such Lender's Pro
         Rata Share of the Tranche A Acquisition Funding Cap; and

                           (iv) on any Business Day on or after the date on
         which all of the Lease Transactions have been completed and all
         proceeds thereof have been applied to the prepayment of Loans in
         accordance with Section 2.10(c), in an amount not exceeding, and for
         the purpose solely of repaying or prepaying, any Bridge Loans and any
         Bridge Competitive Loans then outstanding, provided that no more than
         one Borrowing shall be made pursuant to this clause (iv); and

                  (c) to make Tranche B Revolving Loans to the Borrower from
time to time during the Tranche B Revolving Availability Period in an aggregate
principal amount that will not result in such Lender's Tranche B Revolving
Exposure exceeding such Lender's Tranche B Revolving Commitment; provided that,
prior to the date on which the Puget Acquisitions have been consummated, no
Tranche B Revolving Loans shall be made that would cause the aggregate Tranche B
Revolving Exposure to exceed (i) $20,000,000 on the Initial Funding Date or (ii)
$100,000,000 at any time thereafter.

Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Tranche A Revolving Loans
and Tranche B Revolving Loans, subject, in the case of reborrowing Tranche A
Revolving Loans, to the Tranche A Acquisition Funding Cap. Once repaid, the
Bridge Loans cannot be reborrowed, except only, within the foregoing limits and
subject to the terms and conditions set forth herein, for the purpose solely of
paying a Bridge Competitive Loan when due.

                  SECTION 2.02. Loans and Borrowings. (a) Each Committed Loan
shall be made as part of a Borrowing consisting of Loans of the same Class and
Type made by the Lenders ratably in accordance with their respective Commitments
of the applicable Class. Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.04. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments and the Competitive Bids of
the Lenders are several and no Lender shall be responsible for any other
Lender's failure to make Loans as required.



                                       31
<PAGE>   37
                  (b) Subject to Section 2.13, (i) each Committed Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
request in accordance herewith, and (ii) each Competitive Borrowing shall be
comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may
request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement. Notwithstanding any provision of this Agreement to the
contrary, the Borrower shall not be permitted to request or have outstanding
Eurodollars Loans at any time during the period from and including December 15,
1999 through and including January 7, 2000.

                  (c) At the commencement of each Interest Period for any
Eurodollar Committed Borrowing, such Borrowing shall be in an aggregate amount
that is, in the case of a Bridge Eurodollar Committed Borrowing or a Tranche A
Revolving Eurodollar Committed Borrowing, an integral multiple of $5,000,000 and
not less than $10,000,000, and, in the case of a Tranche B Eurodollar Committed
Borrowing, an integral multiple of $1,000,000 and not less than $5,000,000. At
the time that each ABR Committed Borrowing is made, such Borrowing shall be in
an aggregate amount that is, in the case of a Bridge ABR Committed Borrowing or
a Tranche A Revolving ABR Committed Borrowing, an integral multiple of
$5,000,000 and not less than $10,000,000, and in the case of a Tranche B ABR
Committed Borrowing, an integral multiple of $1,000,000 and not less than
$5,000,000; provided that an ABR Committed Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments or
that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e). Each Competitive Borrowing shall be in an
aggregate amount that is (x) for any Bridge Competitive Borrowing, an integral
multiple of $10,000,000 and not less than $50,000,000, and (y) for any Tranche A
Revolving Competitive Borrowing or Tranche B Revolving Competitive Borrowing, an
integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that (i)
there shall not at any time be more than a total of ten Eurodollar Borrowings
outstanding and (ii) there shall not at any time be more than a total of five
Eurodollar Tranche B Revolving Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Bridge Maturity Date, Tranche A Revolving Maturity Date or Tranche B
Revolving Maturity Date, as applicable.

                  SECTION 2.03. Requests for Committed Borrowings. To request a
Committed Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Committed Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e) may be given not later than 10:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request



                                       32
<PAGE>   38
substantially in the form of Exhibit H and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                           (i) whether the requested Borrowing is to be a Bridge
         Borrowing, Tranche A Revolving Borrowing or Tranche B Revolving
         Borrowing;

                           (ii) the aggregate amount of such Borrowing;

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

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

                           (v) in the case of a Eurodollar Borrowing, the
         initial Interest Period to be applicable thereto, which shall be a
         period contemplated by the definition of the term "Interest Period";
         and

                           (vi) the location and number of the Borrower's
         account to which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Committed Borrowing is specified, then the
requested Committed Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Committed Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  SECTION 2.04. Competitive Bid Procedure. (a) Subject to the
terms and conditions set forth herein, from time to time the Borrower may
request Competitive Bids for Competitive Loans denominated in dollars and may
(but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; provided that (i) the sum of the total Committed Exposures of
any Class plus the total Competitive Exposures of such Class at any time shall
not exceed the total Commitments of such Class, (ii) the sum of the total
Tranche A Revolving Exposures plus the total Tranche A Revolving Competitive
Exposures shall not exceed the Tranche A Acquisition Funding Cap, and (iii) the
Borrower may request Bridge Competitive Loans solely to repay Bridge Loans and
Bridge Competitive Loans. To request Competitive Bids, the Borrower shall notify
the Administrative Agent of such request by telephone, in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that the
Borrower may submit not more than one Competitive Bid Request for each Class of
Loan on the same day, but a Competitive Bid Request shall not be made within
five Business Days after the date of any previous Competitive Bid Request,
unless any and all such previous Competitive Bid Requests shall have been
withdrawn or all Competitive Bids received in response thereto rejected. Each
such telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Competitive Bid
Request substantially in the form of Exhibit I and signed by the




                                       33
<PAGE>   39
Borrower. Each such telephonic and written Competitive Bid Request shall specify
the following information in compliance with Section 2.02:

                           (i)    the aggregate amount of the requested
                                  Borrowing;

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

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

                           (iv)   the Interest Period to be applicable to such
                                  Borrowing, which shall be a period
                                  contemplated by the definition of the term
                                  "Interest Period"; and

                           (v)    the location and number of the Borrower's
                                  account to which funds are to be disbursed,
                                  which shall comply with the requirements of
                                  Section 2.06.

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

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the Borrower in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Borrowing, not later than 9:30 a.m., New
York City time, three Business Days before the proposed date of such Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.,
New York City time, on the proposed date of such Competitive Borrowing.
Competitive Bids that do not conform substantially to the form approved by the
Administrative Agent may be rejected by the Administrative Agent, and the
Administrative Agent shall notify the applicable Lender as promptly as
practicable. Each Competitive Bid shall specify (i) the principal amount (which
shall be a minimum of (x) for any Bridge Competitive Borrowing, $50,000,000 and
an integral multiple of $10,000,000, or (y) for any Tranche A Revolving
Competitive Borrowing or Tranche B Revolving Competitive Borrowing, $5,000,000
and an integral multiple of $1,000,000, and in each case which may be equal to
the entire principal amount of the Competitive Borrowing requested by the
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make
such Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.

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

                  (d) Subject only to the provisions of this paragraph, the
Borrower may in its sole and absolute discretion accept or reject any
Competitive Bid. The Borrower shall notify the Administrative Agent by
telephone, confirmed by telecopy, whether and to what extent it has decided to
accept or reject each Competitive Bid, in the case of a Eurodollar Borrowing,
not later




                                       34
<PAGE>   40
than 10:30 a.m., New York City time, three Business Days before the date of the
proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 10:30 a.m., New York City time, on the proposed date of the
competitive Borrowing; provided that (i) the failure of the Borrower to give
such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the
Borrower shall not accept a Competitive Bid made at a particular Competitive Bid
Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
Borrower shall not exceed the aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Competitive
Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of (x) for any Bridge Competitive Loan, $50,000,000 and an integral multiple of
$10,000,000, or (y) for any Tranche A Revolving Competitive Loan or Tranche B
Revolving Competitive Loan, $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan must be in an amount less than
$50,000,000 or $10,000,000, as the case may be, because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of (x) for any
Bridge Competitive Loan, $25,000,000 or any integral multiple thereof, or (y)
for any Tranche A Revolving Competitive Loan or Tranche B Revolving Competitive
Loan, $2,500,000 or any integral multiple thereof, and in calculating the pro
rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of (x) for any Bridge Competitive Loan ,
$5,000,000, or (y) for any Tranche A Revolving Competitive Loan or Tranche B
Revolving Competitive Loan, $500,000, in each case in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph shall be
irrevocable.

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

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

                  SECTION 2.05. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Tranche B Revolving Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.


                                       35
<PAGE>   41
                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $75,000,000
and (ii) the total Tranche B Revolving Exposures shall not exceed the total
Tranche B Revolving Commitments.

                  (c) Expiration Date. Each Letter of Credit (other than a
Credit Support Letter of Credit) shall expire at or prior to the close of
business on the earlier of (A) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (B) the date that is five Business
Days prior to the Tranche B Revolving Maturity Date. Each Credit Support Letter
of Credit shall expire at or prior to the close of business on the earlier of
(A) the date three years after the date of the issuance of such Credit Support
Letter of Credit and (B) the date that is five Business Days prior to the
Tranche B Revolving Maturity Date.

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Tranche B Revolving Lender, and each Tranche B
Revolving Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In consideration and
in furtherance of the foregoing, each Tranche B Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lender's Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Tranche B
Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.


                                       36
<PAGE>   42
                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that,
if such LC Disbursement is not less than $1,000,000, the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with
Section 2.03 that such payment be financed with an ABR Tranche B Revolving
Borrowing in an equivalent amount and, to the extent so financed, the Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Tranche B Revolving Borrowing. If the Borrower fails to make such
payment, or request such Borrowing, when such payment is due, the Administrative
Agent shall notify each Tranche B Revolving Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such
Lender's Applicable Percentage thereof. Promptly following receipt of such
notice, each Revolving Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Borrower, in the same
manner as provided in Section 2.06 with respect to Loans made by such Lender
(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
the Tranche B Revolving Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the Tranche B
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that Tranche
B Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Lenders and the Issuing Bank as their interests
may appear. Any payment made by a Tranche B Revolving Lender pursuant to this
paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the
funding of ABR Tranche B Revolving Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, nor the Lenders, the Issuing Bank or any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure


                                       37
<PAGE>   43
to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of the Issuing
Bank; provided that the foregoing shall not be construed to excuse the Issuing
Bank from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable law) suffered by the
Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Tranche B Revolving Lenders with respect to
any such LC Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.12(d) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Tranche B Revolving Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing


                                       38
<PAGE>   44
Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Tranche B Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders, an amount in cash equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (h) or (i) of Article VII. The
Borrower also shall deposit cash collateral pursuant to this paragraph as and to
the extent required by Section 2.10(b). Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Tranche B Revolving Lenders
with LC Exposure representing greater than 50% of the total LC Exposure), be
applied to satisfy other obligations of the Borrower under this Agreement. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) plus any interest earned from the investment of such
amount shall be returned to the Borrower within three Business Days after all
Events of Default have been cured or waived. If the Borrower is required to
provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such
amount (to the extent not applied as aforesaid) plus any interest earned from
the investment of such amount shall be returned to the Borrower as and to the
extent that, after giving effect to such return, the Borrower would remain in
compliance with Section 2.10(b) and no Default shall have occurred and be
continuing.

                  SECTION 2.06. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately


                                       39
<PAGE>   45
available funds by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that (i) ABR Tranche B Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the Issuing Bank and (ii) Bridge
Competitive Loans shall be applied by the Administrative Agent to the repayment
of outstanding Bridge Loans or Bridge Competitive Loans in accordance with
Section 2.17. The Administrative Agent is irrevocably authorized to apply Bridge
Competitive Loans in accordance with clause (ii) of the immediately preceding
sentence.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate then applicable to ABR Loans. If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender's
Loan included in such Borrowing.

                  SECTION 2.07. Interest Elections. (a) Each Committed Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Committed Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Committed Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

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


                                       40
<PAGE>   46
                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02 and
paragraph (e) of this Section:

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

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

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

                      (iv)   if the resulting Borrowing is a Eurodollar
                             Borrowing, the Interest Period to be applicable
                             thereto after giving effect to such election, which
                             shall be a period contemplated by the definition of
                             the term "Interest Period."

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

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

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Committed Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Committed Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Committed Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto.

                  SECTION 2.08. Termination and Reduction of Commitments. (a)
Unless previously terminated, (i) the Bridge Commitments shall terminate on the
Bridge Maturity Date, (ii) the Tranche A Revolving Commitments shall terminate
on the Tranche A Revolving Maturity Date and (iii) the Tranche B Revolving
Commitments shall terminate on the Tranche B Revolving Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, in whole or in part, the Commitments of any Class; provided that
(i) each partial reduction of the Commitments of any Class shall be in an amount
that is an integral multiple of $1,000,000 and


                                       41
<PAGE>   47
not less than $5,000,000, and (ii) the Borrower shall not terminate or reduce
the Commitments of any Class if, after giving effect to any concurrent
prepayment of the Loans of such Class in accordance with Section 2.10, the sum
of the Committed Exposures plus the Competitive Loan Exposures would exceed the
total Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least five Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Bridge
Loan of such Lender on the Bridge Maturity Date, (ii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Tranche A Revolving Loan of such Lender on the Tranche A Revolving Maturity
Date, (iii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Tranche B Revolving Loan on the Tranche B
Revolving Maturity Date and (iv) to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Competitive Loan of such
Lender on the last day of the Interest Period applicable to such Competitive
Loan.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.


                                       42
<PAGE>   48
                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Loan in whole or in
part, subject to the requirements of this Section; provided that the Borrower
shall not have the right to prepay any Competitive Loan without the prior
consent of the Lender thereof.

                  (b) In the event and on each occasion that (i) the sum of the
Committed Exposures and the Competitive Loan Exposures exceeds the total
Commitments, (ii) the Exposures of any Class exceed the total Commitments of
such Class, or (iii) the sum of the Tranche A Revolving Exposures and the
Tranche A Revolving Competitive Exposures exceed the Tranche A Acquisition
Funding Cap, the Borrower shall prepay Loans (or, if no such Loans are
outstanding, deposit cash collateral in an account with the Administrative Agent
pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

                  (c) The Borrower shall apply all Net Proceeds received by or
on behalf of the Borrower and/or any of its Subsidiaries from any Lease
Transaction, immediately after such Net Proceeds are received, (i) first, to the
prepayment of outstanding Bridge Loans and Bridge Competitive Loans, pro rata,
in an aggregate amount equal to the lesser of (x) the amount of such Net
Proceeds and (y) the aggregate amount of outstanding Bridge Loans and Bridge
Competitive Loans, (ii) second, to the prepayment of outstanding Tranche A
Revolving Loans and Tranche A Revolving Competitive Loans, pro rata, in an
aggregate amount equal to the lesser of (x) the amount of such Net Proceeds
remaining after application thereof in accordance with clause (i) immediately
above and (y) the aggregate amount of outstanding Tranche A Revolving Loans and
Tranche A Revolving Competitive Loans, and (iii) third, to the prepayment of
outstanding Tranche B Revolving Loans in an aggregate amount equal to the lesser
of (x) the amount of such Net Proceeds remaining after application thereof in
accordance with clauses (i) and (ii) immediately above and (y) the aggregate
amount of outstanding Tranche B Revolving Loans. Any amounts paid in respect of
Bridge Loans, Bridge Competitive Loans, Tranche A Revolving Loans or Tranche A
Revolving Competitive Loans pursuant to this clause (c) may not be reborrowed
other than in accordance with the last paragraph of Section 2.01. The Bridge
Commitments shall reduce by the amount of Bridge Loans and Bridge Competitive
Loans prepaid in accordance with clause (i) immediately above and the Tranche A
Revolving Commitments shall reduce by the amount of Tranche A Revolving Loans
and Tranche A Revolving Competitive Loans prepaid in accordance with clause (ii)
immediately above.

                  (d) If the Borrower and its Core Subsidiaries receive, or if
the Borrower makes available under Section 6.13, Net Proceeds from one or more
Asset Sales, then, except in the case of the first $50,000,000 (cumulatively) of
such Net Proceeds received or


                                       43
<PAGE>   49
made available after the Signing Date, the Borrower shall, immediately after
such Net Proceeds are received or made available, (i) first, prepay Bridge Loans
and Bridge Competitive Loans, pro rata, in an aggregate amount equal to the
lesser of (x) the amount of such Net Proceeds and (y) the aggregate amount of
outstanding Bridge Loans and Bridge Competitive Loans, and (ii) second, prepay
Tranche A Revolving Loans and Tranche A Revolving Competitive Loans, pro rata,
in an aggregate amount equal to the lesser of (x) the amount of such Net
Proceeds remaining after application thereof in accordance with clause (i)
immediately above and (y) the aggregate amount of outstanding Tranche A
Revolving Loans and Tranche A Revolving Competitive Loans, and (iii) third,
prepay Tranche B Revolving Loans in an aggregate amount equal to the lesser of
(x) the amount of such Net Proceeds remaining after application thereof in
accordance with clause (ii) immediately above and (y) the aggregate amount of
outstanding Tranche B Revolving Loans; provided that if any Asset Sale is made
after the Bridge Retirement Date, and if the Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect that the
Borrower and the Core Subsidiaries intend to apply the Net Proceeds from such
Asset Sale (or a portion thereof specified in such certificate), within 270 days
after receipt of such Net Proceeds, to a Permitted Business, and certifying that
no Default has occurred and is continuing, then (x) no prepayment shall be
required pursuant to this paragraph in respect of the Net Proceeds from such
Asset Sale (or the portion of such Net Proceeds specified in such certificate,
if applicable) and (y) the Net Proceeds from such Asset Sale (or the portion of
such Net Proceeds specified in such certificate, if applicable) shall not be
taken into account for purposes of determining the cumulative amount of Net
Proceeds received or made available after the Signing Date, except in each case
to the extent of any such Net Proceeds therefrom that have not been so applied
by the end of such 270 day period, at which time a prepayment shall be required
in an amount equal to such Net Proceeds that have not been so applied. Any
amounts paid in respect of Bridge Loans, Bridge Competitive Loans, Tranche A
Revolving Loans or Tranche A Revolving Competitive Loans pursuant to this clause
(d) may not be reborrowed other than in accordance with the last paragraph of
Section 2.01. The Bridge Commitments shall reduce by the amount of the Bridge
Loans and Bridge Competitive Loans prepaid in accordance with clause (i)
immediately above and the Tranche A Revolving Commitments shall reduce by the
amount of the Tranche A Revolving Loans and Tranche A Revolving Competitive
Loans prepaid in accordance with clause (ii) immediately above.

                  (e) If on or after the Acquisition Funding End Date the Net
Adjustment Proceeds exceed $1,000,000, the Borrower shall, (x) with respect to
any ABR Loan, immediately after determination of such excess amount of Net
Adjustment Proceeds, and (y) with respect to any Eurodollar Loan, on the last
day of the Interest Period then applicable to such Loan, use such excess amount
of Net Adjustment Proceeds to (i) first, prepay Bridge Loans and Bridge
Competitive Loans, pro rata, in an aggregate amount equal to the lesser of (x)
the amount of such excess and (y) the aggregate amount of outstanding Bridge
Loans and Bridge Competitive Loans, and (ii) second, prepay Tranche A Revolving
Loans and Tranche A Revolving Competitive Loans, pro rata, in an aggregate
amount equal to the lesser of (x) the amount of such excess remaining after
application thereof in accordance with clause (i) immediately above and (y) the
aggregate amount of outstanding Tranche A Revolving Loans and Tranche A
Revolving Competitive Loans. Any amounts paid in respect of Bridge Loans, Bridge
Competitive Loans, Tranche A Revolving Loans or Tranche A Revolving Competitive
Loans pursuant to this clause (e) may not be reborrowed other than in accordance
with the last paragraph of Section 2.01. The Tranche A Revolving Commitments
shall reduce by the amount of the Tranche A Revolving


                                       44
<PAGE>   50
Loans and Tranche A Revolving Competitive Loans prepaid in accordance with
clause (ii) immediately above.

                  (f) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Committed Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment and (ii) in
the case of prepayment of an ABR Committed Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date, the principal
amount of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided that, if a notice of optional prepayment is given in
connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.08, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02, except as necessary to apply fully
the required amount of a mandatory prepayment. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.12.

                  SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of each Commitment of such
Lender (whether used or unused) during the period from and including the earlier
of (i) Initial Funding Date and (ii) November 1, 1999 to but excluding the date
on which such Commitment terminates; provided that, if such Lender continues to
have any Committed Exposure after its Commitment terminates, then such facility
fee shall continue to accrue on the daily amount of such Lender's Committed
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Committed Exposure.
Accrued facility fees shall be payable in arrears on the last day of March,
June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the
Signing Date; provided that any facility fees accruing after the date on which
the Commitments terminate shall be payable on demand. All facility fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). If
a Status is applied retroactively in accordance with clause (b) of the proviso
to the last paragraph in the definition of Applicable Rate, the Borrower shall
pay to the Administrative Agent for the account of each Lender, within ten (10)
Business Days of the day on which the ratings are subsequently assigned by
Moody's and S&P as referred to in such clause (b), the additional amount of
facility fees due to such Lender as a result of such retroactive application.

                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Tranche B Revolving Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at the
Applicable Rate on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC


                                       45
<PAGE>   51
Disbursements) during the period from and including the first date on which such
Lender has any LC Exposure to but excluding the date on which such Lender ceases
to have any LC Exposure, and (ii) to the Issuing Bank a letter of credit fee as
separately agreed between the Borrower and the Issuing Bank, as well as the
Issuing Bank's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.
Participation fees accrued through and including the last day of March, June,
September and December of each year shall be payable on such last day,
commencing on the first such date to occur after the Initial Funding Date;
provided that all such fees shall be payable on the date on which the Tranche B
Revolving Commitments terminate and any such fees accruing after the date on
which the Tranche B Revolving Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

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

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.12. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest (i) in the case of a Eurodollar Committed Loan, at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate, and (ii) in the case of a Eurodollar Competitive Loan, at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus,
as applicable) the Margin applicable to such Loan.

                  (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

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

                  (e) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any


                                       46
<PAGE>   52
Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the
applicable Revolving Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment, (iii) in the event of any conversion of any Eurodollar Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan
shall be payable on the effective date of such conversion, and (iv) all accrued
interest shall be payable upon termination of the applicable Commitments.

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

                  SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

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

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Committed Borrowing to, or
continuation of any Committed Borrowing as, a Eurodollar Borrowing for such
Interest Period shall be ineffective, (ii) if any Borrowing Request requests a
Eurodollar Committed Borrowing for such Interest Period, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar
Competitive Borrowing shall be ineffective.

                  SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

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

                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;


                                       47
<PAGE>   53
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has the effect of reducing the rate
of return on such Lender's or the Issuing Bank's capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

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

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Committed Loan on the date specified in any
notice delivered pursuant hereto other than as a result of an event described in
Section 2.13(a) hereof (regardless of whether such notice may be revoked under
Section 2.10(f) and is revoked in


                                       48
<PAGE>   54
accordance therewith), or (d) the assignment of any Eurodollar Loan other than
on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.18, then, in any such event, the
Borrower shall compensate each Lender for its loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth in reasonable detail the amount or amounts (and the calculation
thereof) that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

                  SECTION 2.16. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.16(a)) the Administrative Agent, Lender or Issuing Bank (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.16(c)) and any penalties, interest and reasonable expenses (other than
penalties, interest and expenses resulting from the gross negligence or willful
misconduct of the Administrative Agent, such Lender or the Issuing Bank, as the
case may be) arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.


                                       49
<PAGE>   55
                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

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

                  (f) The Issuing Bank and each Lender that grants a
participation shall (i) withhold or deduct from each payment to the holder of
such participation any Taxes required to be withheld or deducted from such
payment by such Issuing Bank or Lender and not withheld or deducted therefrom by
the Borrower or the Administrative Agent, (ii) pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law and (iii)
indemnify the Borrower and the Administrative Agent for any losses, costs and
expenses that they may incur as a result of any failure to so withhold or deduct
and pay such taxes.

                  SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.14,
2.15 or 2.16, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 12:00 noon, New York City time), on the date when
due, in immediately available funds, without set-off, recoupment or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York, except payments to be made directly to the
Issuing Bank as expressly provided herein and except that payments pursuant to
Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest on the principal portion of such
payment shall be payable for the period of such extension. All payments under
each Loan Document shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance


                                       50
<PAGE>   56
with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such parties.

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

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.


                                       51
<PAGE>   57
                  SECTION 2.18. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.14, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, if, in the
reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the
case may be, in the future and (ii) would not subject such Lender to any
material unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

                  (b) If any Lender requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
(other than any Competitive Loans held by it) to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Tranche B Revolving
Commitment is being assigned, the Issuing Bank), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans (other than Competitive
Loans) and participations in LC Disbursements, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.14 or
payments required to be made pursuant to Section 2.16, such assignment will
result in a material reduction in such compensation or payments. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.

                                  ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that, as
of each Credit Event Date:

                  SECTION 3.01. Organization; Powers. Each of the Borrower and
each of its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not


                                       52
<PAGE>   58
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
to be consummated by each Loan Party on or prior to such Credit Event Date are
within such Loan Party's corporate or other powers and have been duly authorized
by such Loan Party by all necessary corporate or other action. This Agreement
has been duly executed and delivered by the Borrower and constitutes, and each
other Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of the Borrower or such Loan Party (as the case may be), enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions occurring on or prior to such Credit Event Date and the
acquisition, ownership and operation by the Borrower and its Core Subsidiaries
of the Montana Assets to be acquired by the Borrower and/or its Core
Subsidiaries on or prior to such Credit Event Date (if any): (a) do not require
any consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except (x) such as have been obtained or made and
are in full force and effect, (y) consents required to be obtained by the
Lenders to make Loans hereunder or by the Issuing Bank to issue Letters of
Credit hereunder and (z) with respect to the operation by the Borrower and its
Core Subsidiaries of the Montana Assets to be acquired by the Borrower and/or
its Core Subsidiaries on or prior to such Credit Event Date, if the absence of
any such consent, approval, registration, filing or other action could not
reasonably be expected to result in a Material Adverse Effect; (b) will not
violate (x) any applicable law or regulation or any order or license of any
Governmental Authority applicable to the Borrower or any of its Subsidiaries or
(y) the charter, by-laws or other organizational documents of the Borrower or
any of its Subsidiaries, except, in the case of clause (x) immediately above
with respect to the operation by the Borrower and its Core Subsidiaries of the
Montana Assets to be acquired by the Borrower and/or its Core Subsidiaries on or
prior to such Credit Event Date, if such violation could not reasonably be
expected to result in a Material Adverse Effect; (c) will not violate or result
in a default under any indenture, agreement or other instrument governing or
relating to any Indebtedness binding upon the Borrower or any of its
Subsidiaries or any of such Person's assets, or give rise to a right thereunder
to require any payment to be made by the Borrower or any of its Subsidiaries, or
any material breach of any other material agreement binding on any of the
Borrower or any of its Subsidiaries; and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries
(other than Permitted Liens).

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Administrative Agent its pro
forma consolidated balance sheet as of September 30, 1999, prepared giving
effect to the Transactions as if the Transactions had occurred on such date.
Such pro forma consolidated balance sheet (i) except as set forth in Schedule
3.04 hereto (as in effect as of the Signing Date and as thereafter amended with
the prior written consent of (x) on or prior to the Acquisition Funding End
Date, a majority of the Agents, and (y) thereafter, the Required Lenders) has
been prepared in good faith based on the same assumptions used to prepare the
pro forma financial statements included in the


                                       53
<PAGE>   59
Information Memorandum (which assumptions are believed by the Borrower to be
reasonable), (ii) is based on the best information available to the Borrower
after due inquiry, (iii) accurately reflects all adjustments necessary to give
effect to the Transactions and (iv) presents fairly, in all material respects,
the pro forma financial position of the Borrower and its consolidated
Subsidiaries as of September 30, 1999 as if the Transactions had occurred on
such date.

                  (b) Except as disclosed in the pro forma consolidated balance
sheet referred to above or the notes thereto or in the Information Memorandum
and except for the Disclosed Matters, after giving effect to the Transactions
occurring on or prior to such Credit Event Date, neither the Borrower nor any of
its Subsidiaries has, as of such Credit Event Date, any material contingent
liabilities, unusual long-term commitments or unrealized losses.

                  (c) Since August 12, 1999, there has been no material adverse
change in the business, assets, operations, prospects or condition, financial or
otherwise, of the Borrower and its Subsidiaries, taken as a whole. As of each
Credit Event Date prior to the date on which all of the MPC Acquisitions and
Puget Acquisitions shall have occurred, to the best knowledge of the Borrower,
after due inquiry, since December 31, 1998, there has been no material adverse
change in the business, assets, financial condition or operations of PP&L
Resources and its subsidiaries, taken as a whole, which materially and adversely
affects the ability of the Borrower to perform any of its obligations hereunder.

                  SECTION 3.05. Properties. (a) The Borrower and its
Subsidiaries have obtained good title to, valid leasehold interests in or other
rights to all real and personal property, including all easements, licenses,
crossing rights and other appurtenant rights necessary to own and operate the
Montana Assets acquired on or prior to such Credit Event Date and perform their
respective obligations under the Loan Documents and the Material Agreements,
subject to minor defects in title that do not materially interfere with their
ability to conduct their respective businesses as currently conducted or to
utilize such properties for their intended purposes, except if the failure to
have such title, leasehold interests or other rights could not reasonably be
expected to result in a Material Adverse Effect.

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

                  (c) Schedule 3.05 (as in effect as of the Signing Date and as
thereafter amended with the prior written consent of (x) on or prior to the
Acquisition Funding End Date, a majority of the Agents, and (y) thereafter, the
Required Lenders) sets forth the address of each item of real property that is
owned or leased by the Borrower or any of its Subsidiaries.

                  SECTION 3.06. Litigation and Environmental Matters. (a) Except
for Disclosed Matters, there are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable


                                       54
<PAGE>   60
possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect or (ii) that involve any of the Loan Documents or the
Transactions occurring on or prior to such Credit Event Date.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any reasonably valid basis for
any Environmental Liability.

                  (c) Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                  SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and each of its Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

                  SECTION 3.09. Taxes. Each of the Borrower and each of its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) any Taxes that are being contested in good
faith by appropriate proceedings and for which such Person has set aside on its
books adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements, if any, reflecting such
amounts, exceed by more than $10,000,000 the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$10,000,000 the fair market value of the assets of all such underfunded Plans.


                                       55
<PAGE>   61
                  SECTION 3.11. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
the Borrower or any of its Subsidiaries is subject, and all other factual
matters pertaining to the assets, affairs or property of the Borrower and its
Subsidiaries known to any of them, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. Neither the
Information Memorandum nor any of the other reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower or
any of its Subsidiaries to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by other information so
furnished), taken as a whole, contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

                  SECTION 3.12. Subsidiaries. Schedule 3.12 (as in effect on the
Signing Date and as thereafter amended with the prior written consent of (x) on
or prior to the Acquisition Funding End Date, a majority of the Agents, and (y)
thereafter, the Required Lenders) sets forth the name of, and the ownership
interest of the Borrower in, each subsidiary of the Borrower.

                  SECTION 3.13. Insurance. Schedule 3.13 (as in effect on the
Signing Date and as thereafter amended with the prior written consent of (x) on
or prior to the Acquisition Funding End Date, a majority of the Agents, and (y)
thereafter, the Required Lenders) sets forth a description of all insurance to
be maintained by or on behalf of the Borrower and its Subsidiaries with respect
to the Montana Assets from and after the acquisition thereof. In respect of any
such insurance maintained, all premiums therefor then due and payable have been
paid. The Borrower believes that the insurance described on Schedule 3.13 is
appropriate.

                  SECTION 3.14. Labor Matters. Except for any such event or
circumstance that could not reasonably be expected to result in a Material
Adverse Effect (a) there are no strikes, lockouts or slowdowns against the
Borrower or any of its Subsidiaries pending or, to the knowledge of the
Borrower, threatened; (b) the hours worked by and payments made to employees of
the Borrower and its Subsidiaries have not in any material respect been in
violation of the Fair Labor Standards Act or any other applicable federal,
state, local or foreign law dealing with such matters; (c) all payments due from
the Borrower or any of its Subsidiaries, or for which any claim may be made to
the Borrower or any of its Subsidiaries, on account of wages and employee health
and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of such Person; and (d) the consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which the Borrower or any of its Subsidiaries is bound.

                  SECTION 3.15. Solvency. Immediately after the consummation of
the Transactions to occur on such Credit Event Date and immediately following
the making of each Loan made on such Credit Event Date, if any, and after giving
effect to the application of the proceeds of such Loans: (a) the fair value of
the assets of each of the Borrower and each of its Subsidiaries, at a fair
valuation, will exceed such Person's debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
each of the


                                       56
<PAGE>   62
Borrower and each of its Subsidiaries will be greater than the amount that will
be required to pay the probable liability of such Person's debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each of the Borrower and each of
its Subsidiaries will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each of the Borrower and each of its Subsidiaries will not have
unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and is proposed to be conducted
following such Credit Event Date.

                  SECTION 3.16. Federal Reserve Regulations. (a) None of the
Loan Parties is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation T, U or X of the Board).

                  (b) No part of the proceeds of the Loans will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose which entails a violation of the provisions of the regulations of
the Board, including Regulation T, U or X thereof.

                  SECTION 3.17. No Burdensome Restrictions. No applicable
governmental approval, order or license or applicable law or regulation has, or
could reasonably be expected to have, in light of all facts and circumstances of
which Borrower has actual knowledge, a material adverse effect on (a) the
ability of the Borrower or any of its Subsidiaries to perform its obligations
under the Loan Documents to which it is a party or (b) the validity or
enforceability of any of the Loan Documents or the rights and remedies of the
Administrative Agent and the Lenders thereunder.

                  SECTION 3.18. Year 2000. Any reprogramming required to permit
the proper functioning, in and following the year 2000, of (i) the computer
systems of the Borrower and its Subsidiaries and (ii) equipment of the Borrower
and its Subsidiaries containing embedded microchips (including systems and
equipment of the Borrower and its Subsidiaries supplied by others, but excluding
computer systems and equipment acquired by the Borrower or any of its
Subsidiaries for which the seller thereof has provided appropriate year 2000
assurance) to recognize accurately the year 2000 or other dates and the testing
of all such systems and equipment, as so reprogrammed, will be completed in all
material respects, in the case of such computer systems and equipment owned on
the Signing Date, by the Signing Date and, in the case of such computer systems
and equipment acquired after the Signing Date but before December 31, 1999, as
soon as reasonably practicable after such acquisition. The cost to the Borrower
and its Subsidiaries of such reprogramming and testing and of the reasonably
foreseeable consequences of year 2000 to the Borrower and its Subsidiaries will
not result in a Default or a Material Adverse Effect. Except for such of the
reprogramming referred to in the preceding sentence as may be necessary, the
computer and management information systems of the Borrower and its Subsidiaries
are and, with ordinary course upgrading and maintenance, will continue to be,
sufficient to permit the Borrower and its Subsidiaries to conduct their
businesses without a Material Adverse Effect.


                                       57
<PAGE>   63
                  SECTION 3.19. Energy Regulation. Each Loan Party, upon its
acquisitions of any of the Montana Assets, is exempt from regulation under PUHCA
as an Exempt Wholesale Generator and is exempt from state laws and regulations
respecting the rates or the financial or organizational regulation of electric
utilities. The Loan Parties have taken all actions and received all approvals
and orders necessary under the Federal Power Act in order to consummate the
Transactions occurring on or prior to such Credit Event Date. None of the
Administrative Agent, the Lenders or any of their Affiliates will, solely as a
result of the Transactions occurring on or prior to such Credit Event Date, be
subject to, or not exempt from, regulation under the Federal Power Act or PUHCA
or under state laws and regulations respecting the rates or the financial or
organizational regulation of electric utilities.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Signing Date. The execution and delivery of this
Agreement by the Administrative Agent and the Lenders are subject to the receipt
by the Administrative Agent from each party hereto of either (a) a counterpart
of this Agreement signed on behalf of such party or (b) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.

                  SECTION 4.02. Initial Funding Date. The obligations of the
Lenders to make initial Loans and of the Issuing Bank to issue initial Letters
of Credit hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section
9.02):

                  (a) Subsidiary Guarantee Agreement. The Administrative Agent
shall have received the Subsidiary Guarantee Agreement duly executed by all of
the parties thereto.

                  (b) Legal Opinions. The Administrative Agent shall have
received (a) a favorable written opinion (addressed to the Administrative Agent
and the Lenders and dated the Initial Funding Date) of each of (A) David
Kinnard, Esq., General Counsel of the Borrower, substantially in the form of
Exhibit C-1 with such changes as approved by a majority of the Agents, (B)
Winthrop, Stimson, Putnam & Roberts, counsel for the Borrower, substantially in
the form of Exhibit C-2 with such changes as approved by a majority of the
Agents, (C) Moulton, Bellingham, Longo & Mather, Montana counsel for the
Borrower, substantially in the form of Exhibit C-3 with such changes as approved
by a majority of the Agents, (D) Jones, Day, Reavis & Pogue, federal regulatory
counsel for the Borrower, substantially in the form of Exhibit C-4 with such
changes as approved by a majority of the Agents, and (E) LeBoeuf, Lamb, Greene &
MacRae, L.L.P., federal regulatory counsel for the Borrower, substantially in
the form of Exhibit C-5 with such changes as approved by a majority of the
Agents, and, in the case of each such opinion required by this clause (a),
covering such other matters relating to the Borrower and its Subsidiaries, the
Loan Documents or the Transactions as the Required Lenders shall reasonably
request, and (b) such other opinions and reliance letters as the Administrative
Agent shall reasonably request.


                                       58
<PAGE>   64
The Borrower hereby requests the applicable counsel to deliver such opinions and
reliance letters.

                  (c) Corporate Matters. The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the organization, existence and good
standing of the Borrower and each of its Subsidiaries, the authorization of the
Transactions occurring on or prior to the Initial Funding Date and any other
legal matters relating to the Borrower and its Subsidiaries, the Loan Documents
or such Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.

                  (d) Compliance Certificate. The Administrative Agent shall
have received a certificate, dated the Initial Funding Date and signed by the
President, a Vice President or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in paragraphs (a) and (b) of Section
4.04.

                  (e) No Defaults Under Material Agreements. The Administrative
Agent shall have received a certificate, dated the Initial Funding Date and
signed by the President, a Vice President or a Financial Officer of the
Borrower, stating that no event of default, or event or condition that, upon
notice, lapse or time or both would, unless cured or waived, become an event of
default, has occurred and is continuing under any of the Material Agreements.

                  (f) Fees and Expenses. The Administrative Agent shall have
received all fees and other amounts due and payable any of the Lenders, the
Agents or the Arrangers on or prior to the Initial Funding Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
(including fees, charges and disbursements of counsel) required to be reimbursed
or paid by any Loan Party hereunder or under any other Loan Document.

                  (g) Lien Searches. The Administrative Agent shall have
received the results of a search of the Uniform Commercial Code (or equivalent)
filings made with respect to the Borrower and its Subsidiaries in the
jurisdictions listed on Schedule 4.01 and copies of the financing statements (or
similar documents) disclosed by such search and evidence reasonably satisfactory
to a majority of the Agents that the Liens indicated by such financing
statements (or similar documents) are permitted by Section 6.02 or have been
released pursuant to documentation satisfactory to a majority of the Agents.

                  (h) Insurance. The Administrative Agent shall have received
insurance certificates (or binders, if certificates are not then available)
reasonably satisfactory to a majority of the Agents evidencing that the
insurance required by Section 5.07 is in effect, together with a certificate of
an Insurance Consultant substantially in the form of Exhibit E-1.

                  (i) Environmental Report. The Lenders shall have received, and
shall be reasonably satisfied with the results of, an environmental report
prepared by Pilko & Associates with respect to any Environmental Liabilities
that may be attributable to such properties or operations as have been specified
by the Administrative Agent for review.

                  (j) Independent Engineer's Report. The Administrative Agent
shall have received, and a majority of the Agents shall be reasonably satisfied
with the contents of, an


                                       59
<PAGE>   65
engineering report prepared by R.W. Beck, Inc. with respect to technical and
economic aspects of the Montana Assets as have been specified by the
Administrative Agent for review, together with a certificate of the Independent
Engineer substantially in the form of Exhibit E-2.

                  (k) Fuel Report. The Administrative Agent shall have received,
and a majority of the Agents shall be reasonably satisfied with the contents of,
a fuel report prepared by John T. Boyd Company with respect to the fuel supply
for the Montana Assets, together with a certificate of the Fuel Consultant
substantially in the form of Exhibit E-3.

                  (l) Power Market Report. The Administrative Agent shall have
received, and a majority of the Agents shall be reasonably satisfied with the
contents of, a northwest power market report prepared by PHB Hagler Bailly, Inc.
with respect to the competitive power markets in the regions covered by the
Western Systems Coordinating Council, together with a certificate of the Market
Consultant substantially in the form of Exhibit E-4.

                  (m) Appraisal; Appraised Value. The Administrative Agent shall
have received, and a majority of the Agents shall be satisfied with the contents
of, (i) a letter from the Appraiser regarding the appraised value of the Montana
Assets included in the Initial Funding Date Acquisitions, or (ii) if finalized
and available to the Borrower, the Independent Appraisal.

                  (n) Power Marketing Plan. The Administrative Agent shall have
received, and a majority of the Agents shall be reasonably satisfied with the
contents of, a written plan for the sales of power by the Borrower and its
Subsidiaries during the Borrower's fiscal years 1999 through 2002.

                  (o) Equity Contribution. The Borrower shall have received the
Required Equity Contribution on terms satisfactory to the Administrative Agent.

                  (p) Governmental Approvals. All consents and approvals
required to be obtained from any Governmental Authority or other Person in
connection with the Initial Funding Date Acquisitions, the Transactions
occurring on or prior to the Initial Funding Date and the continuing operations
of the Borrower and its Subsidiaries shall have been obtained and be in full
force and effect, and all applicable waiting periods and appeal periods shall
have expired, except as set forth on Schedule 4.02(p), in each case without any
action being taken or threatened by any competent authority which would
restrain, prevent or otherwise impose adverse conditions on the Initial Funding
Date Acquisitions, the Transactions occurring on or prior to the Initial Funding
Date or the continuing operations of the Borrower and its Subsidiaries, except,
in the case of consents and approvals required to be obtained in connection with
the continuing operations of the Borrower and its Subsidiaries, where the
failure to obtain such consents and approvals could not reasonably be expected
to result in a Material Adverse Effect.

                  (q) Capital Structure; Financial Statements. A majority of the
Agents shall be reasonably satisfied with the capital structure of the Borrower
and its Subsidiaries pro forma for the Initial Funding Date Acquisitions and the
Transactions occurring on or prior to the Initial Funding Date. The
Administrative Agent shall have received: (i) a pro forma consolidated balance
sheet of the Borrower and its Subsidiaries as of September 30, 1999, reflecting
all pro


                                       60
<PAGE>   66
forma adjustments as if the Initial Funding Date Acquisitions and the
Transactions occurring on or prior to the Initial Funding Date had been
consummated on such date; (ii) consolidated projected cash flow and income
statements for the Borrower and its Subsidiaries for the five-year period
following the Initial Funding Date, which pro forma balance sheet and projected
cash flow and income statements shall be in form and substance reasonably
satisfactory to the Administrative Agent and shall be consistent in all material
respects with the forecasts and other information previously provided to the
Lenders; and (iii) the most recent Form 10-K and most recent Form 10-Q of PP&L
Resources filed with the Securities and Exchange Commission and any Form 8-K of
PP&L Resources filed with the Securities and Exchange Commission simultaneously
with or after the most recent Form 10-Q (or Form 10-K if more recent) of PP&L
Resources filed with the Securities and Exchange Commission.

                  (r) Lease Debt Ratings. The Administrative Agent shall have
received written confirmation satisfactory to it that the Borrower's obligations
under the Leases and the Lease Guarantees have been given indicative ratings
(subject to final documentation) of at least "Baa3" by Moody's and at least
"BBB-" by S&P.

                  (s) Due Diligence. A majority of the Agents shall have
completed their due diligence review in connection with the Initial Funding Date
Acquisitions and a majority of the Agents shall be reasonably satisfied with the
documentation for the Initial Funding Date Acquisitions and no material
provision contained in any agreement related to the Initial Funding Date
Acquisitions shall have been waived, amended, supplemented or otherwise modified
without the prior written consent of a majority of the Agents (such consent not
to be unreasonably withheld). In connection with Section 6.11 of the MPC Asset
Purchase Agreement, the arrangements referred to therein shall include: (i) all
consents required under each Operating Agreement for the assignment to, and the
assumption by, the Borrower of MPC's rights and obligations as "Operator" under
such Operating Agreement, which consents shall be in form and substance
reasonably satisfactory to a majority of the Agents; and (ii) a consent, to the
extent necessary, of the parties to the existing sale leaseback transactions
related to MPC's interest in Colstrip Unit 4, to the assumption by the Borrower
of the role as operator of Colstrip Unit 3 and Colstrip Unit 4, in form and
substance reasonably satisfactory to a majority of the Agents.

                  (t) Working Capital. A majority of the Agents shall be
reasonably satisfied with the sufficiency of the projected internal cash
generation of the Borrower and its Subsidiaries and the amounts available under
the Tranche B Revolving Commitments to meet the ongoing working capital needs of
the Borrower and its Subsidiaries during the remainder of the Tranche B
Revolving Availability Period.

                  (u) Initial Funding Date Acquisitions. The terms and
conditions of the Initial Funding Date Acquisitions, including the documentation
therefor, shall be in form and substance reasonably satisfactory to a majority
of the Agents. Without limiting the generality of the immediately preceding
sentence, (i) the Borrower shall have acquired transmission assets or obtained
transmission rights (including the rights under the New Transmission Services
Agreements) as and when contemplated by the applicable Asset Purchase Agreements
unless otherwise agreed by a majority of the Agents, and (ii) a majority of the
Agents shall be reasonably satisfied with the presence or absence of reasonably
satisfactory voting arrangements


                                       61
<PAGE>   67
with respect to MPC's interest in Colstrip Unit 3 and Colstrip Unit 4. The
Initial Funding Date Acquisitions shall be in compliance in all material
respects with all laws and regulations. The Administrative Agent shall have
received copies of all filings made with any Governmental Authority in
connection with the Initial Funding Date Acquisitions.

                  (v) Open Access Transmission Tariff. In the event that the
Initial Funding Date Acquisitions include the acquisition of transmission assets
which are subject to the jurisdiction of the FERC, the Borrower shall have filed
with the FERC, and the FERC shall have accepted, the Open Access Transmission
Tariff, and the Administrative Agent shall have received a copy of the Open
Access Transmission Tariff.

                  (w) Year 2000. The Borrower shall have taken or be taking
appropriate measures to complete, in all material respects, any reprogramming
required to permit the proper functioning, in and following the year 2000, of
(i) the computer systems of the Borrower and its Subsidiaries and (ii) equipment
of the Borrower and its Subsidiaries containing embedded microchips (including
systems and equipment of the Borrower and its Subsidiaries supplied by others,
but excluding computer systems and equipment acquired by any Loan Party for
which the seller thereof has provided appropriate year 2000 assurance) to
recognize accurately the year 2000 or other dates and the testing of all such
systems and equipment, as so reprogrammed, in the case of such computer systems
and equipment owned on the Signing Date, by the Signing Date and, in the case of
such computer systems and equipment acquired after the Signing Date but before
December 31, 1999, as soon as reasonably practicable after such acquisition.

                  (x) Certain Agreements. The Administrative Agent shall have
received a copy of the EnergyPlus Marketing Agreement.

                  (y) Service of Process. The Administrative Agent shall have
received evidence in form and substance satisfactory to it that the Borrower has
irrevocably designated, appointed and empowered CT Corporation System, with
offices on the date hereof at 111 Eighth Avenue, New York, New York 10011, as
its designee, appointee and agent to receive and accept for and on its behalf
service of any and all legal process, summons, notices and documents which may
be served in any legal action or proceeding against the Borrower with respect to
this Agreement or any of the other Loan Documents brought in the Supreme Court
of the State of New York sitting in New York County or of the United States
District Court of the Southern District of New York, or any appellate court from
any thereof.

The Administrative Agent shall notify the Borrower and the Lenders of the
Initial Funding Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the
last day of the applicable Availability Period (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

                  SECTION 4.03. Subsequent Funding Dates. The obligation of (a)
each Bridge Lender to make a Bridge Loan or a Bridge Competitive Loan on the
occasion of any Borrowing occurring after the Initial Funding Date and (b) each
Tranche A Revolving Lender to make a


                                       62
<PAGE>   68
Tranche A Revolving Loan or a Tranche A Revolving Competitive Loan on the
occasion of any Borrowing occurring after the Initial Funding Date (other than a
Tranche A Revolving Loan or a Tranche A Revolving Competitive Loan, the proceeds
of which are used solely for the general corporate purposes of the Borrower and
its Core Subsidiaries in the ordinary course of business), is subject to receipt
of the request therefor in accordance herewith and subject to the satisfaction
(or waiver in accordance with Section 9.02) of the following conditions on each
Subsequent Funding Date; provided, however, that (x) for any Subsequent Funding
Date on which a Borrowing will be made solely to make Net Adjustment Payments,
only the conditions set forth in clauses (e), (g) and (h) of this Section 4.03
need to be satisfied and (y) for any Subsequent Funding Date on which a
Borrowing will be made solely to repay outstanding Bridge Loans, Bridge
Competitive Loans, Tranche A Revolving Loans and/or Tranche A Revolving
Competitive Loans, only the condition set forth in clause (e) of this Section
4.03 needs to be satisfied:

                  (a) Governmental Approvals. All consents and approvals
required to be obtained from any Governmental Authority or other Person in
connection with the Subsequent Funding Date Acquisitions related to such
Subsequent Funding Date, the Transactions occurring on or prior to such
Subsequent Funding Date and the continuing operations of the Loans Parties shall
have been obtained and be in full force and effect, and all applicable waiting
periods and appeal periods shall have expired, except as set forth on Schedule
4.02(p), in each case without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise impose adverse
conditions on such Subsequent Funding Date Acquisitions, the Transactions
occurring on or prior to such Subsequent Funding Date, or the continuing
operations of the Borrower and its Subsidiaries, except, in the case of consents
and approvals required to be obtained in connection with the continuing
operations of the Borrower and its Subsidiaries, where the failure to obtain
such consents and approvals could not reasonably be expected to result in a
Material Adverse Effect.

                  (b) Capital Structure; Financial Statements. A majority of the
Agents shall be reasonably satisfied with the capital structure of the Borrower
and its Subsidiaries pro forma for the Subsequent Funding Date Acquisitions
related to such Subsequent Funding Date and the Transactions occurring on or
prior to such Subsequent Funding Date. The Administrative Agent shall have
received a pro forma consolidated balance sheet of the Borrower and its
Subsidiaries as of a date which is no more than 30 days prior to such Subsequent
Funding Date, reflecting all pro forma adjustments as if the Subsequent Funding
Date Acquisitions related to such Subsequent Funding Date and the Transactions
occurring on or prior to such Subsequent Funding Date had been consummated on
such date, and such pro forma balance sheet shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall be consistent in
all material respects with the forecasts and other information previously
provided to the Lenders.

                  (c) Due Diligence. A majority of the Agents shall have
completed their due diligence review in connection with the Subsequent Funding
Date Acquisitions related to such Subsequent Funding Date and a majority of the
Agents shall be reasonably satisfied with the documentation for such Subsequent
Funding Date Acquisitions and no material provision contained in any agreement
related to such Subsequent Funding Date Acquisitions shall have been waived,
amended, supplemented or otherwise modified without the prior written consent of
a majority of the Agents (such consent not to be unreasonably withheld).


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<PAGE>   69
                  (d) Working Capital. A majority of the Agents shall be
reasonably satisfied with the sufficiency of the projected internal cash
generation of the Borrower and its Subsidiaries and the amounts available under
the Tranche B Revolving Commitments to meet the ongoing working capital needs of
the Borrower and its Subsidiaries during the remainder of the Tranche B
Revolving Availability Period.

                  (e) Compliance Certificate. The Administrative Agent shall
have received a certificate, dated such Subsequent Funding Date and signed by
the President, a Vice President or a Financial Officer of the Borrower,
confirming compliance with the conditions set forth in paragraphs (a) and (b) of
Section 4.04.

                  (f) Legal Opinions. The Administrative Agent shall have
received (a) for each opinion delivered pursuant to Section 4.02(b), a
bring-down of such opinion to such Subsequent Funding Date, and (b) such other
opinions and reliance letters as the Administrative Agent shall reasonably
request. The Borrower hereby requests the applicable counsel to deliver such
opinions and reliance letters.

                  (g) Subsequent Funding Date Acquisitions. The terms and
conditions of the Subsequent Funding Date Acquisitions related to such
Subsequent Funding Date, including the documentation therefor, shall be in form
and substance reasonably satisfactory to a majority of the Agents. Without
limiting the generality of the immediately preceding sentence, the Borrower
shall have acquired transmission assets or obtained transmission rights
(including the rights under the New Transmission Services Agreements) as and
when contemplated by the applicable Asset Purchase Agreements unless otherwise
agreed by a majority of the Agents. Such Subsequent Funding Date Acquisitions
shall be in compliance in all material respects with all applicable laws and
regulations. The Administrative Agent shall have received copies of all filings
made with any Governmental Authority in connection with such Subsequent Funding
Date Acquisitions.

                  (h) Equity Contribution. The Borrower shall have received the
Required Equity Contribution on terms satisfactory to the Administrative Agent.

                  (i) Year 2000. The Borrower shall have taken or be taking
appropriate measures to complete, in all material respects, any reprogramming
required to permit the proper functioning, in and following the year 2000, of
(i) the computer systems of the Borrower and its Subsidiaries and (ii) equipment
of the Borrower and its Subsidiaries containing embedded microchips (including
systems and equipment of the Borrower and its Subsidiaries supplied by others,
but excluding computer systems and equipment acquired by any Loan Party for
which the seller thereof has provided appropriate year 2000 assurance) to
recognize accurately the year 2000 or other dates and the testing of all such
systems and equipment, as so reprogrammed, shall be completed in all material
respects, in the case of such computer systems and equipment owned on the
Signing Date, by the Signing Date; and, in the case of such computer systems and
equipment acquired after the Signing Date but before the earlier of such
Subsequent Funding Date and December 31, 1999, as soon as reasonably practicable
after such acquisition.

                  (j) Appraisal; Appraised Value. The Administrative Agent shall
have received, and a majority of the Agents shall be satisfied with the contents
of, (i) a letter from the


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<PAGE>   70
Appraiser regarding the appraised value of the Montana Assets included in the
Subsequent Funding Date Acquisitions related to such Subsequent Funding Date, or
(ii) if finalized and available to the Borrower, the Independent Appraisal.

                  (k) Open Access Transmission Tariff. In the event that the
Subsequent Funding Date Acquisitions related to such Subsequent Funding Date
include the acquisition of transmission assets which are subject to the
jurisdiction of the FERC, the Borrower shall have filed with the FERC, and the
FERC shall have accepted, the Open Access Transmission Tariff, and the
Administrative Agent shall have received a copy of the Open Access Transmission
Tariff.

                  (l) No Defaults Under Material Agreements. The Administrative
Agent shall have received a certificate, dated such Subsequent Funding Date and
signed by the President, a Vice President or a Financial Officer of the
Borrower, stating that the Borrower has no actual knowledge that an event of
default, or an event or a condition that, upon notice, lapse or time or both
would, unless cured or waived, become an event of default, has occurred and is
continuing under any of the Material Agreements.

The Administrative Agent shall notify the Borrower and the Lenders of each
Subsequent Funding Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Bridge Lenders to make
Bridge Loans and the Tranche A Revolving Lenders to make Tranche A Revolving
Loans hereunder on any Subsequent Funding Date shall not be effective unless
each of the foregoing conditions is satisfied (or waived pursuant to Section
9.02) on such Subsequent Funding Date (subject to the proviso to the
introductory portion of this Section 4.03) and such Subsequent Funding Date
occurs at or prior to 5:00 p.m., New York City time, on the last day of the
applicable Availability Period (and, in the event such conditions are not so
satisfied or waived or such Subsequent Funding Date does not occur at or prior
to such time, the Bridge Commitments and the Tranche A Revolving Commitments
shall, except to the extent then funded, terminate at such time).

                  SECTION 4.04. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

                  (a) Representations and Warranties. The representations and
warranties of each Loan Party set forth in the Loan Documents shall be true and
correct in all material respects on and as of the date of such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, except to the extent such representations and warranties are stated
to have been made solely as of an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date.

                  (b) No Defaults. At the time of and immediately after giving
effect to such Borrowing or the issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, no Default shall have occurred and be
continuing.


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<PAGE>   71
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                   ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent (and, in the case of clauses
(a), (b) and (c) of this Section 5.01, the Administrative Agent will furnish
copies thereof to the Lenders):

                  (a) within 90 days after the end of each fiscal year of the
         Borrower, its audited consolidated balance sheet and related statements
         of operations, members' equity and cash flows as of the end of and for
         such year, setting forth in each case in comparative form the figures
         for the previous fiscal year, all reported on by PricewaterhouseCoopers
         or other independent public accountants of recognized national standing
         (without a "going concern" or like qualification or exception and
         without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements present
         fairly in all material respects the financial condition and results of
         operations of the Borrower and its consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP consistently applied;

                  (b) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, its consolidated
         balance sheet and related statements of operations, members' equity and
         cash flows as of the end of and for such fiscal quarter and the then
         elapsed portion of the fiscal year, setting forth in each case in
         comparative form the figures for the corresponding period or periods of
         (or, in the case of the balance sheet, as of the end of) the previous
         fiscal year, all certified by one of its Financial Officers as
         presenting fairly in all material respects the financial condition and
         results of operations of the Borrower and its consolidated Subsidiaries
         on a consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower (i) certifying as to whether a Default has occurred and,
         if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii) setting
         forth reasonably detailed calculations demonstrating compliance with
         Section 6.12 and (iii) except in the case of the first set of financial
         statements delivered under this Section 5.01, stating whether any
         change in GAAP or in the application thereof has occurred since the
         date of


                                       66
<PAGE>   72
         the first set of financial statements delivered under this Section 5.01
         and, if any such change has occurred, specifying the effect of such
         change on the financial statements accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
         under clause (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines);

                  (e) at least 30 days prior to the commencement of each fiscal
         year of the Borrower, a detailed consolidated budget for such fiscal
         year (including a projected consolidated balance sheet and related
         statements of projected operations and cash flow as of the end of and
         for such fiscal year and setting forth the assumptions used for
         purposes of preparing such budget) and, promptly when available, any
         significant revisions of such budget;

                  (f) promptly after the Borrower's receipt thereof, a copy of
         any management letter or other similar communication received by the
         Borrower from its independent public accountants in relation to the
         Borrower's financial, accounting and other systems, management or
         accounts;

                  (g) promptly following the Borrower's receipt of any request
         therefor, such other information regarding the operations, business
         affairs and financial condition of the Borrower or any Subsidiary, or
         compliance with the terms of any Loan Document, as the Administrative
         Agent (for itself or on behalf of any Lender) may reasonably request.

                  SECTION 5.02. Notices of Material Events. The Borrower will
furnish to the Administrative Agent prompt written notice of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Borrower or any Affiliate thereof that, if
         adversely determined, could reasonably be expected to result in a
         Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in a Material Adverse Effect; and

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

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


                                       67
<PAGE>   73
                  SECTION 5.03. Public Filings. The Borrower will use its
reasonable best efforts to furnish to the Administrative Agent, within 15 days
of the filing thereof with the Securities and Exchange Commission, each Form
10-K, Form 10-Q and Form 8-K of PP&L Resources filed with the Securities and
Exchange Commission.

                  SECTION 5.04. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

                  SECTION 5.05. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its Indebtedness and other
obligations (including Tax liabilities) in excess of $10,000,000 before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP, and (c) the failure to make payment
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.06. Maintenance of Properties. The Borrower will,
and will cause each of its Subsidiaries to, keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted.

                  SECTION 5.07. Insurance. The Borrower will, and will cause
each of its Subsidiaries to, maintain, with financially sound and reputable
insurance companies insurance in such amounts (with no greater risk retention)
and against such risks as are customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or
similar locations. The Borrower will furnish to the Administrative Agent, upon
request (for itself or on behalf of any Lender), information in reasonable
detail as to the insurance so maintained.

                  SECTION 5.08. Books and Records; Inspection and Audit Rights;
Auditor. The Borrower will, and will cause each of its Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in
all material respects are made of all dealings and transactions in relation to
its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.
The Borrower shall at all times retain a nationally recognized independent
accounting firm.

                  SECTION 5.09. Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply with (a) all laws (including
Environmental Laws), rules, regulations and orders of any Governmental Authority
applicable to it or its property, and (b) its


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<PAGE>   74
material contractual obligations, except in each case where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.

                  SECTION 5.10. Use of Proceeds and Letters of Credit. The
proceeds of the Bridge Loans shall be used as set forth in Section 2.01(a). The
proceeds of the Bridge Competitive Loans shall be used solely to repay
outstanding Bridge Loans and Bridge Competitive Loans when due. The proceeds of
the Tranche A Revolving Loans shall be used as set forth in Section 2.01(b). The
proceeds of the Tranche A Revolving Competitive Loans shall be used solely to
repay outstanding Tranche A Revolving Loans and Tranche A Revolving Competitive
Loans when due. The proceeds of the Tranche B Revolving Loans and the Tranche B
Revolving Competitive Loans shall be used solely for the general corporate
purposes of the Borrower and its Core Subsidiaries in the ordinary course of
business. The proceeds of the Tranche B Revolving Loans and Tranche B Revolving
Competitive Loans shall not be used for the payment of costs associated with the
Acquisitions. No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.

                  SECTION 5.11. Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Signing Date, the Borrower will,
within three Business Days after such Subsidiary is formed or acquired, (a)
notify the Administrative Agent thereof, (b) if such Subsidiary is a Core
Subsidiary, cause such Core Subsidiary to become party to the Subsidiary
Guarantee Agreement, and (c) deliver to the Administrative Agent the certificate
of incorporation, by-laws or other organizational documents of such Subsidiary
and any other documents regarding such Subsidiary as the Administrative Agent
shall reasonably request.

                  SECTION 5.12. Energy Regulation. Each Loan Party, upon its
acquisition of any of the Montana Assets, shall (a) maintain its status as an
Exempt Wholesale Generator, (b) have the benefit of an exemption from regulation
under PUHCA that is not materially different from the exemption provided by
Section 32 of PUHCA or (c) not be subject to regulation under PUHCA because
PUHCA shall have been repealed.

                  SECTION 5.13. Further Assurances. The Borrower will, and will
cause each of its Subsidiaries to, execute any and all further documents,
agreements and instruments, and take all such further actions as are necessary
to give effect to the transactions contemplated by the Loan Documents and to
protect the rights of the Administrative Agent and the Lenders thereunder, or as
are reasonably requested by the Administrative Agent or the Required Lenders.

                  SECTION 5.14. Acquisitions. The Borrower shall cause each
Acquisition to be made by it or a Core Subsidiary that is wholly owned by the
Borrower.

                  SECTION 5.15. Power Market Report. The Borrower shall update
the power market report delivered pursuant to Section 4.02(l) every three years
(or at any time prior to the Bridge Retirement Date when the aggregate
outstanding principal amount of Indebtedness incurred pursuant to Section
6.01(a) exceeds $100,000,000, if requested by the Required Lenders) and shall
deliver such updated power market report to the Administrative Agent.


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<PAGE>   75
                  SECTION 5.16. Ownership of Core Subsidiaries. The Borrower
shall at all times own, directly or indirectly through a Core Subsidiary, more
than 50% of the voting and economic interests in each Core Subsidiary.

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

                  SECTION 6.01. Indebtedness. (a) The Borrower will not, and
will not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, unless, after giving effect to the incurrence of such Indebtedness
(as if incurred and applied on the first day of any period for which the Cash
Flow to Fixed Charges Ratio is calculated pursuant to the following clause (i)
or (ii), as the case may be), the making of any Restricted Payments to be made
in connection therewith, the receipt and application of the proceeds thereof and
the consummation of any other transactions related thereto, (i) the Cash Flow to
Fixed Charges Ratio for the previous four fiscal quarters of the Borrower (or,
for any date which occurs prior to the completion of four fiscal quarters after
the Initial Funding Date, such shorter cumulative periods of not less than one
full fiscal quarter commencing on the Initial Funding Date and ending on the
last day of the previous fiscal quarter) shall be equal to or greater than 2.5
to 1.0, and (ii) the projected Cash Flow to Fixed Charges Ratio (determined on a
pro forma basis which is consistent with the then applicable power market report
delivered pursuant to Section 4.02(l) or 5.16, as applicable) for each year
during the term in which such new Indebtedness is outstanding shall be equal to
or greater than 2.5 to 1.0, in each case as certified by a Financial Officer;
provided, however, that no Indebtedness shall be incurred pursuant to this
clause (a) if a Default shall have occurred and be continuing or would result
from the incurrence of such Indebtedness.

                  (b) Notwithstanding the provisions of clause (a) of this
Section 6.01, the Borrower and its Subsidiaries may incur the following
Indebtedness at any time after the Bridge Retirement Date: (i) Indebtedness up
to an amount equal to, at any time outstanding, (A) $150,000,000 less (B) the
then outstanding principal amount of Tranche B Revolving Loans and outstanding
Tranche B Revolving Commitments incurred for the purpose of financing all or any
part of the cost of the construction, installation, lease, development or
improvement of any assets used or useful in a Permitted Business; (ii)
Indebtedness in respect of letters of credit (other than the Letters of Credit),
surety bonds or performance bonds issued in the ordinary course of business in
an amount up to $50,000,000; (iii) Subordinated Indebtedness (other than
Subordinated Indebtedness issued to Affiliates of the Borrower) in an amount up
to $25,000,000; and (iv) Indebtedness incurred in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness
permitted to be incurred pursuant to Section 6.01(a), provided that (A) the
principal amount of such new Indebtedness shall not exceed the principal amount
of the Indebtedness so refinanced plus a reasonable premium in connection with
the redemption or repurchase of such refinanced Indebtedness, (B) the final
maturity date of such new Indebtedness


                                       70

<PAGE>   76
shall not be earlier than the final maturity date of the Indebtedness so
refinanced and (C) the average life of such new Indebtedness shall be equal to
or greater than the average life of the Indebtedness so refinanced; provided,
however, that no Indebtedness shall be incurred pursuant to this clause (b) if a
Default shall have occurred and be continuing or would result from the
incurrence of such Indebtedness.

                  (c) Notwithstanding the provisions of clause (a) or (b) of
this Section 6.01, the Borrower and its Subsidiaries may incur the following
Indebtedness at any time: (i) the Loans and any refinancing thereof; (ii) the
Lease Debt; (iii) commercial paper issued by the Borrower which has been
purchased based on the availability of all or a portion of the Revolving
Commitments then outstanding; (iv) Letters of Credit under the Tranche B
Revolving Commitment; (v) Non-Recourse Indebtedness incurred by Additional
Subsidiaries for the purpose of financing all or any part of the costs of
construction, installation, lease, development or improvement of any assets used
or useful in a Permitted Business, provided that if any such Indebtedness ceases
to be Non-Recourse Indebtedness of an Additional Subsidiary, such event shall be
deemed to constitute an incurrence of Indebtedness by a Core Subsidiary that was
not permitted by this clause (v); and (vi) Subordinated Indebtedness issued to
Affiliates of the Borrower in an amount up to $100,000,000; provided, however,
that no Indebtedness shall be incurred pursuant to clause (v) or (vi)
immediately above if a Default shall have occurred and be continuing or would
result from the incurrence of such Indebtedness.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Core Subsidiary to, create, incur, assume or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, or assign or
sell any income or revenues (including accounts receivable) or rights in respect
of any thereof except Permitted Liens.

                  SECTION 6.03. Fundamental Changes. (a) The Borrower will not
and will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Core Subsidiary may merge into the Borrower in a transaction in which the
Borrower is the surviving corporation, (ii) any Subsidiary may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary and,
if any party to such merger is a Core Subsidiary, is a Core Subsidiary, (iii)
any Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and its Subsidiaries, taken as a whole, and is not materially
disadvantageous to the Lenders, and (iv) PP&L Colstrip III, LLC may dissolve;
provided that any such merger involving a Person that is not a wholly-owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.05.

                  (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than a
Permitted Business.

                  SECTION 6.04. Asset Sales. (a) If any Bridge Loans or Bridge
Commitments are outstanding, the Borrower will not, and will not permit any of
its Core Subsidiaries to, sell or otherwise dispose of any assets other than (i)
worn out, obsolete or surplus items of equipment which are not necessary in the
conduct of the Borrower's or its Core Subsidiaries' businesses,


                                       71
<PAGE>   77
and (ii) any portion of real property, or any real property interest, located
under and associated with Colstrip Unit 4, so long as the terms of the sale or
other disposition are negotiated in connection with the closing of the MPC Asset
Purchase Agreement and are reasonably satisfactory to a majority of the Agents.

                  (b) If the Bridge Retirement Date shall have occurred, the
Borrower will not, and will not permit any of its Core Subsidiaries to, sell or
otherwise dispose of any assets (including any issuance or sale by the Borrower
or any of its Core Subsidiaries of Equity Interests in any of their respective
Core Subsidiaries and any designation of a Core Subsidiary as an Additional
Subsidiary), if the aggregate net book value of all such asset sales consummated
since the Initial Funding Date would exceed 15% of the Borrower's Consolidated
Tangible Net Assets as of the Acquisition Funding End Date; provided that the
following asset sales shall not be subject to such limitation and shall not be
included in such calculation of net book value: (i) asset sales the proceeds of
which are invested by the Borrower or any of its Core Subsidiaries in a
Permitted Business or used by the Borrower or any of its Core Subsidiaries to
repay other existing Indebtedness of the Borrower or any of its Core
Subsidiaries; (ii) asset sales permitted under Section 6.04(a); (iii) transfers
of assets among the Borrower and any of its wholly-owned Core Subsidiaries; (iv)
sales of inventory (including, but not limited to, fuel and coal), products or
obsolete items and other similar dispositions and sales of power in the ordinary
course of business; (v) a transfer of ownership of the Kerr hydroelectric
generating facility by the Borrower or any Core Subsidiary to the Confederated
Salish and Kootenai Tribes or any successor in interest; (vi) sales of assets
required to be made pursuant to any change in law, regulation or any imposition
by the FERC or any other Governmental Authority having or claiming jurisdiction
over the Borrower, its Subsidiaries or the Montana Assets of any conditions or
requirements; (vii) an issuance of Equity Interests by a wholly-owned Core
Subsidiary to the Borrower or to another wholly-owned Core Subsidiary; (viii) a
sale or liquidation of Cash Equivalents in the ordinary course of business; and
(ix) a Restricted Payment that is permitted under Section 6.05.

                  SECTION 6.05. Restricted Payments; Certain Payments of
Indebtedness. (a) If any Bridge Loans or Bridge Commitments are outstanding, the
Borrower will not, and will not permit any of its Core Subsidiaries to, make any
Restricted Payment; provided that, so long as no Significant Lease Default,
Lease Event of Default or Default shall have occurred and be continuing or shall
result from the making of such Restricted Payment, this clause (a) shall not
prohibit the redemption, repurchase, retirement, defeasance or other acquisition
of any Subordinated Indebtedness of the Borrower or of any Equity Interests in
the Borrower in exchange for, or out of the Net Proceeds of the substantially
concurrent sale (other than to a Subsidiary) of, Equity Interests in the
Borrower.

                  (b) After all of the Bridge Loans have been paid in full and
all of the Bridge Commitments have been terminated, the Borrower will not, and
will not permit any of its Core Subsidiaries to, make any Restricted Payment,
unless (i) such Restricted Payment is a payment of interest on Subordinated
Indebtedness issued to or at any time held or beneficially owned by an Affiliate
of the Borrower that (A) is due and payable and (B) when made is permitted to be
made under the subordination terms contained in the instrument evidencing such
Subordinated Indebtedness, (ii) such Restricted Payment is a payment of
principal of Subordinated Indebtedness issued to a Person that is not an
Affiliate of the Borrower that (A) is due and


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<PAGE>   78
payable, (B) was counted as Fixed Charges at the time of the incurrence of such
Subordinated Indebtedness pursuant to Section 6.01 and (C) when made is
permitted to be made under the subordination terms contained in the instrument
evidencing such Subordinated Indebtedness, (iii) such Restricted Payment is a
payment of interest on Subordinated Indebtedness issued to a Person that is not
an Affiliate of the Borrower that (A) is due and payable and (B) when made is
permitted to be made under the subordination terms contained in the instrument
evidencing such Subordinated Indebtedness, (iv) such Restricted Payment is a
payment of principal of Subordinated Indebtedness issued to or at any time held
or beneficially owned by an Affiliate of the Borrower that (A) is due and
payable, (B) is made after all of the Tranche A Revolving Loans have been paid
in full and all of the Tranche A Revolving Commitments have been terminated, (C)
was counted as Fixed Charges at the time of the incurrence thereof pursuant to
Section 6.01 and (D) when made such payment is permitted to be made under the
subordination terms contained in the instrument evidencing such Subordinated
Indebtedness, or (v) at the time of and after giving effect to such Restricted
Payment, (A) no Default shall have occurred and be continuing or shall result
from the making of such Restricted Payment, (B) the Cash Flow to Fixed Charges
Ratio for the previous four fiscal quarters of the Borrower (or, for any date
which occurs prior to the completion of four fiscal quarters after the Initial
Funding Date, such shorter cumulative periods of not less than one full fiscal
quarter commencing on the Initial Funding Date and ending on the last day of the
previous fiscal quarter) is equal to or greater than 1.7 to 1.0, and (C) the
projected Cash Flow to Fixed Charges Ratio (determined on a pro forma basis
which is consistent with the then applicable power market report delivered
pursuant to Section 4.02(l) or 5.16, as applicable) for each of the two
following periods of four full fiscal quarters shall be equal to or greater than
1.7 to 1.0; provided further that, so long as no Significant Lease Default,
Lease Event of Default or Default shall have occurred and be continuing or shall
result from the making of such Restricted Payment, this clause (b) shall not
prohibit the redemption, repurchase, retirement, defeasance or other acquisition
of any Subordinated Indebtedness of the Borrower or of any Equity Interests in
the Borrower in exchange for, or out of the Net Proceeds of the substantially
concurrent sale (other than to a Subsidiary) of, Equity Interests in the
Borrower.

                  SECTION 6.06. Transactions with Affiliates. The Borrower will
not, and will not permit any of its Core Subsidiaries to, sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any contract, agreement,
understanding, loan, advance or guarantee with, to or for the benefit of, any
Affiliate (other than transactions contemplated by any agreement entered into
between the Borrower or any of its Core Subsidiaries and any of their respective
Affiliates in effect on the Initial Funding Date) unless such transaction or
series of transactions is on terms that are no less favorable to the Borrower or
such Core Subsidiary than would be available in a comparable transaction with an
unrelated third party or is pursuant to any Lease Document or any Asset Purchase
Agreement.

                  SECTION 6.07. Amendment of Material Documents. The Borrower
will not, and will not permit any Subsidiary to, materially amend or modify any
of its rights under its certificate of incorporation, by-laws or other
organizational documents. The Borrower will not, and will not permit any
Subsidiary to, enter into any material amendment, modification or assignment of,
or waiver of rights under, any Material Agreement, in each case which is
material


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<PAGE>   79
to the Lenders as determined by (x) on or prior to the Acquisition Funding End
Date, a majority of the Agents, and (y) thereafter, the Required Lenders.

                  SECTION 6.08. Guarantees and Indemnities. The Borrower will
not, and will not permit any of its Subsidiaries to, be or become liable under
any Guarantee (other than a Guarantee permitted under Section 6.01) or any
indemnity obligation (other than obligations incurred in the ordinary course of
business or in connection with the Transactions), unless such Guarantee or such
indemnity obligation constitutes Non-Recourse Indebtedness.

                  SECTION 6.09. Fiscal Year. The Borrower will not, and will not
permit any of its Subsidiaries to, change its fiscal year from that in effect on
the Signing Date.

                  SECTION 6.10. Prepayment of Indebtedness. Prior to the date on
which all Bridge Loans, Bridge Competitive Loans, Tranche A Revolving Loans and
Tranche A Revolving Competitive Loans shall have been paid in full and all
Bridge Commitments and Tranche A Revolving Commitments shall have been
terminated, the Borrower will not, and will not permit any of its Subsidiaries
to, elect to prepay, purchase or redeem the principal of any Subordinated
Indebtedness or any Indebtedness incurred under Section 6.01, other than (a) any
election to prepay, purchase or redeem any principal of Indebtedness incurred
under Section 6.01(c)(i), (b) in connection with a refinancing permitted under
Section 6.01(a) or 6.01(c)(i) and (c) as permitted under Section 6.05.

                  SECTION 6.11. Ownership of Subsidiaries. The Borrower will
not, and will cause its Subsidiaries not to, engage in any transaction which
results in any Core Subsidiary ceasing to be a Subsidiary following the
consummation of such transaction, unless (a) such transaction is permitted under
Section 6.04 and (b) the Borrower does not own, directly or indirectly, any of
the Equity Interests of such Subsidiary following the consummation of such
transaction.

                  SECTION 6.12. Debt to Capital Ratio. The Borrower will not
permit the Debt to Capital Ratio to exceed 0.6 to 1.0.

                  SECTION 6.13. Additional Subsidiaries and Core Subsidiaries.
So long as the Bridge Retirement Date shall have occurred, the Borrower may
designate any Subsidiary as an Additional Subsidiary if (a) such designation is
in compliance with Section 6.05; (b) after giving effect to such designation,
such Subsidiary does not own, directly or indirectly, 50% or more of the Equity
Interests in any Core Subsidiary; (c) such Subsidiary has no Indebtedness other
than Non-Recourse Indebtedness; (d) such Subsidiary is not party to any
agreement, contract, arrangement or understanding with the Borrower or any Core
Subsidiary other than any such agreement, contract, arrangement or understanding
the terms of which are no less favorable to the Borrower or such Core Subsidiary
than the terms that the Borrower or such Core Subsidiary could obtain at the
time from Persons who are not Affiliates of the Borrower or such Core
Subsidiary; (e) such Subsidiary is a Person with respect to which neither the
Borrower nor any of its Core Subsidiaries has any direct or indirect obligation
(i) to subscribe for additional Equity Interests (unless the amount of such
subscription could be made as a Restricted Payment) or (ii) to maintain or
preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; (f) such Subsidiary has not
Guaranteed or otherwise directly


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<PAGE>   80
or indirectly provided credit support for any Indebtedness of the Borrower or
any of its Core Subsidiaries; and (g) the Borrower makes available for
application in accordance with Section 2.10(d), if applicable, an amount equal
to the fair market value of all Investments made in such Subsidiary by the
Borrower or any of its Core Subsidiaries. The Borrower may designate an
Additional Subsidiary as a Core Subsidiary if (a) the Indebtedness of such
Additional Subsidiary would have been permitted under Section 6.01(a) if such
designation had been made on the first day of the period referred to in Section
6.01(a)(i); and (b) no Default shall have occurred and be continuing or shall
result from such designation. Any designation of a Core Subsidiary as an
Additional Subsidiary, and any designation of an Additional Subsidiary as a Core
Subsidiary, shall be evidenced by filing with the Administrative Agent a
certified copy of the resolution of the board of directors of the Borrower
giving effect to such designation and an officer's certificate of the Borrower
certifying that such designation complies with the applicable requirements set
forth in this Section 6.13. Any Core Subsidiary designated as an Additional
Subsidiary in accordance with this Section 6.13 shall be released from its
obligations under the Subsidiary Guarantee Agreement.

                                  ARTICLE VII
                                Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower or any Core Subsidiary shall fail to pay any
principal of any Loan or any reimbursement obligation in respect of any LC
Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower or any Core Subsidiary shall fail to pay any
interest on any Loan or any fee or any other amount (other than an amount
referred to in clause (a) of this Article) payable under this Agreement or any
other Loan Document, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of 5 Business Days;

                  (c) any representation or warranty made or deemed made by or
on behalf of any Loan Party in or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, shall prove to have been incorrect in any material respect
when made or deemed made;

                  (d) any Loan Party shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.04 (with respect
to the existence of such Loan Party) or 5.10 or in Article VI;

                  (e) any Loan Party shall fail to observe or perform any
covenant, condition or agreement contained in any Loan Document (other than
those specified in clause (a), (b) or (d) of this Article), and such failure
shall continue unremedied for a period of 30 days after notice


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<PAGE>   81
thereof from the Administrative Agent to the Borrower (which notice will be
given at the request of any Lender);

                  (f) any Loan Party shall fail to make any payment of principal
or interest (regardless of amount) in respect of any Material Indebtedness, when
and as the same shall become due and payable after the expiration of any
applicable grace period;

                  (g) any event or condition which occurs and continues after
the expiration of any applicable grace period that (i) results in any Material
Indebtedness becoming due prior to its scheduled maturity or amortization or
(ii) enables or permits the holder or holders of any Material Indebtedness or
any trustee or agent on its or their behalf to cause any Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity or amortization;

                  (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of any Loan Party or its debts, or of a substantial part
of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Loan Party or for a substantial part of its assets, and, in any such
case, such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall be entered;

                  (i) any Loan Party shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Loan Party or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit
of creditors or (vi) take any action for the purpose of effecting any of the
foregoing;

                  (j) any Loan Party shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
aggregate amount in excess of $10,000,000 shall be rendered against the
Borrower, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Borrower or any Subsidiary to
enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion of
the Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;


                                       76
<PAGE>   82
                                                                    Exhibit 10.8

                  (m) the Subsidiary Guarantee Agreement shall fail to be in
full force and effect, enforceable against the parties thereto in accordance
with its terms, or any party thereto shall be released from any of its
obligations thereunder except as expressly permitted under Section 6.13 hereof;
or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower (except as expressly
provided above in this Section); and in case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.


                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

                  The rights and powers herein granted to a majority of the
Agents are granted to the Agents in their individual capacity and may be
exercised by each of them as it may see fit given its own interest as a Lender,
without any duty to act for or consider the interests or demands of any other
Lender and with no duty or liability to whatsoever to any other Lender.

                  Each bank serving as an Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if it were not an Agent hereunder.


                                       77
<PAGE>   83
                  No Agent shall have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) no
Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that such Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, no Agent
shall have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as an Agent or any of
its Affiliates in any capacity. No Agent shall be liable to the Lenders for any
action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or in the absence
of its own gross negligence or willful misconduct. No Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to such Agent by the Borrower or a Lender, and no Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.

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

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

                  Subject to the appointment and acceptance of a successor to
such Agent as provided in this paragraph, any Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the prior written
consent of the Borrower (such consent not to be unreasonably


                                       78
<PAGE>   84
withheld) unless a Default shall have occurred and be continuing, to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as an Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Agent shall be, without duplication, the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After an Agent's resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while it was acting
as Agent.

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


                                   ARTICLE IX

                                  Miscellaneous

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

                  (a) if to the Borrower, to it at 303 North Broadway, Suite
         400, Billings, Montana 59101 Attention of General Counsel (Telecopy No.
         (406) 869-5149);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Michael Cerniglia
         (Telecopy No. (212) 552-7777), with a copy to The Chase Manhattan Bank,
         270 Park Avenue, 21st Floor, New York, New York 10017, Attention of
         Jaimin Patel (Telecopy No. (212) 270-2101);

                  (c) if to the Issuing Bank, to The Chase Manhattan Bank, Loan
         and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
         York, New York 10081, Attention of Michael Cerniglia (Telecopy No.
         (212) 552-7777), with a copy to The Chase


                                       79
<PAGE>   85
         Manhattan Bank, 270 Park Avenue, 21st Floor, New York, New York 10017,
         Attention of Jaimin Patel (Telecopy No. (212) 270-2101); and

                  (d) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

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

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the maturity of any Loan, or the required date of reimbursement
of any LC Disbursement, or any date for the payment of any interest or fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the provisions of
this Section or the percentage set forth in the definition of "Required Lenders"
or any other provision of any Loan Document specifying the number or percentage
of Lenders (or Lenders of any Class) required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (or each Lender of such Class, as the
case may be), (vi) release any Core Subsidiary from


                                       80
<PAGE>   86
its obligations under the Subsidiary Guarantee Agreement (other than as set
forth in Section 6.13), or limit its liability in respect of such obligations,
without the written consent of each Lender, or (vii) change any provisions of
any Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently than
those holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of each affected Class; provided further that (A) no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent or
the Issuing Bank without the prior written consent of the Administrative Agent
or the Issuing Bank, as the case may be, and (B) any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Bridge Lenders (but not the Tranche A Revolving
Lenders and Tranche B Revolving Lenders), the Tranche A Revolving Lenders (but
not the Bridge Lenders and Tranche B Revolving Lenders) or the Tranche B
Revolving Lenders (but not the Bridge Lenders and Tranche A Revolving Lenders)
may be effected by an agreement or agreements in writing entered into by the
Borrower and requisite percentage in interest of the affected Class of Lenders
that would be required to consent thereto under this Section if such Class of
Lenders were the only Class of Lenders hereunder at the time. Notwithstanding
the foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by the Borrower, the Required Lenders and the
Administrative Agent (and, if its rights or obligations are affected thereby,
the Issuing Bank) if (i) by the terms of such agreement the Commitment of each
Lender not consenting to the amendment provided for therein shall terminate upon
the effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents and the Arrangers, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers
of the provisions thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Agents, the Issuing Bank or any
Lender, including the fees, charges and disbursements of any counsel for the
Agents, the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.

                  (b) The Borrower shall indemnify the Agents, the Arrangers,
the Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee, whether or not suit is brought, incurred by


                                       81
<PAGE>   87
or asserted against any Indemnitee arising out of, in connection with, or as a
result of any actual or prospective claim, litigation, investigation or
proceeding relating to (i) the execution or delivery of any Loan Document or any
other agreement or instrument contemplated hereby, the performance by the
parties to the Loan Documents of their respective obligations thereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), or (iii) any
actual or alleged presence or release of Hazardous Materials on or from any
property currently or formerly owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided that (i)
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction to have resulted from the gross negligence,
bad faith or willful misconduct of such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Agents or the Issuing Bank under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to the affected
Agent or the Issuing Bank, as the case may be, such Lender's pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the affected Agent or the Issuing
Bank in its capacity as such. For purposes hereof, a Lender's "pro rata share"
shall be determined based upon its share of the sum of the total Committed
Exposures and unused Commitments at the time.

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

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

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank


                                       82
<PAGE>   88
and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  (b) Any Lender may assign to one or more banks or other
financial institutions all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) except in the case of an assignment to a
Lender or an Affiliate of a Lender, each of the Borrower and the Administrative
Agent (and, in the case of an assignment of all or a portion of a Tranche B
Revolving Commitment or any Lender's obligations in respect of its LC Exposure,
the Issuing Bank) must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld), (ii) except in the case of
an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment or Loans, the
amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than (x) prior to the date on which all Bridge Loans shall have been paid in
full and all Bridge Commitments shall have terminated, $20,000,000, and (y)
thereafter, $5,000,000, unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not be construed to
prohibit the assignment of a proportionate part of all the assigning Lender's
rights and obligations in respect of one Class of Commitments or Loans, (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and provided further that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article VII has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent,
the Issuing Bank and the Lenders may treat each Person whose name is


                                       83
<PAGE>   89
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Bank and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

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

                  (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of the Loan Documents; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.17(c) as
though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.14, 2.15 or 2.16 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.16 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or


                                       84
<PAGE>   90
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective on the earlier of (a) the Initial
Funding Date and (b) the first date on which any Lender funds a loan pursuant to
a request made by the Borrower in accordance with the terms hereof, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

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

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the due and owing obligations of the
Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have


                                       85
<PAGE>   91
made any demand under this Agreement and although such obligations owing by such
Lender or Affiliate may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any
jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

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


                                       86
<PAGE>   92
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, "Information" means all information received from the Borrower
relating to the Borrower or its business, other than any such information that
is available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the Signing Date, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.


                                       87
<PAGE>   93
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                  PP&L MONTANA, LLC,

                                           by       /s/ Roger L. Petersen
                                                    ----------------------------
                                                    Name: Roger L. Petersen
                                                    Title: President & CEO



                                  THE CHASE MANHATTAN BANK,
                                  individually and as Administrative Agent

                                           by
                                                    ----------------------------
                                                    Name:
                                                    Title:



                                  [additional signature pages to follow]


SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   94
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                  PP&L MONTANA, LLC,

                                           by
                                                    ---------------------------
                                                    Name:
                                                    Title:



                                  THE CHASE MANHATTAN BANK,
                                  individually and as Administrative Agent

                                           by       /s/ Thomas H. Kozlark
                                                    ---------------------------
                                                    Name: Thomas H. Kozlark
                                                    Title: Vice President



                                  [additional signature pages to follow]


SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   95
                                  CREDIT SUISSE FIRST BOSTON

                                  by       /s/ Stephen Hughes
                                           -----------------------------------
                                           Name: Stephen Hughes
                                           Title: Asst. Vice President



                                  by       /s/ Andrew B. Leon
                                           -----------------------------------
                                           Name: Andrew B. Leon
                                           Title: Vice President



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   96
                                  UBS AG, STAMFORD BRANCH

                                  by      /s/ Paul R. Morrison
                                          -----------------------------------
                                          Name:    Paul R. Morrison
                                          Title:   Executive Director



                                  by      /s/ Dorothy McKinley
                                          -----------------------------------
                                          Name: Dorothy McKinley
                                          Title:   Associate Director
                                                   Loan Portfolio Support, US



                                          [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   97
                                  THE BANK OF NOVA SCOTIA

                                  by       /s/ Bruce Matheson
                                           -----------------------------------
                                           Name:    Bruce Matheson
                                           Title:   Vice-President



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   98
                                  BANK ONE, NA (MAIN OFFICE- CHICAGO)

                                           by       /s/ Jane A. Bek
                                                    --------------------------
                                                    Name:    Jane A. Bek
                                                    Title:   Vice President



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   99
                                  BARCLAYS BANK PLC

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



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   100
                                  BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK
                                  BRANCH

                                           by       /s/ Andrew G. Matthews
                                                    --------------------------
                                                    Name:    Andrew G. Matthews
                                                    Title:   Managing Director



                                                    /s/ Lee Lee Tan
                                                    --------------------------
                                                    Name:    Lee Lee Tan
                                                    Title:   Associate Director



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   101
                                  CITIBANK, N.A.

                                           by       /s/ Jean T. Chastain
                                                    ----------------------------
                                                    Name:    Jean T. Chastain
                                                    Title:   Vice President
                                                             (212) 559-1271



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   102
                                  COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
                                  EUROPEENNE

                                           by       /s/ N. Baraduc
                                                    --------------------------
                                                    Name:    N. Baraduc
                                                    Title:   AVP



                                                    /s/ L. Welter
                                                    --------------------------
                                                    VP



                                   [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   103
                                  THE INDUSTRIAL BANK OF JAPAN, LIMITED

                                           by    /s/ John Dippo
                                                 -------------------------------
                                                 Name:    John Dippo
                                                 Title:   Senior Vice President



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   104
                                  MELLON BANK, N.A.

                                           by       /s/ Mark W. Rogers
                                                    ----------------------------
                                                    Name:    Mark W. Rogers
                                                    Title:   Vice President

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   105
                                  NATEXIS BANQUE

                                      by       /s/ Anthony Perna
                                               --------------------------
                                               Name:    Anthony Perna
                                               Title:   A.V.P.



                                               /s/ Anadi Jauhari
                                               --------------------------
                                               Name:    Anadi Jauhari
                                               Title:   Vice President & Group
                                                        Manager
                                                        Project Finance Group



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   106
                                  PNC BANK, NATIONAL ASSOCIATION

                                           by       /s/ Andrew Mitrey
                                                    --------------------------
                                                    Name:    Andrew Mitrey
                                                    Title:   Commercial Banking
                                                             Officer



                                  [additional signature page to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   107
                                  TORONTO DOMINION (TEXAS), INC.

                                           by       /s/ Debbie A. Greene
                                                    ----------------------------
                                                    Name:    Debbie A. Greene
                                                    Title:   Vice President



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   108
                                  UNION BANK OF CALIFORNIA, N.A.

                                           by       /s/ David Musicant
                                                    ----------------------------
                                                    Name:    David Musicant
                                                    Title:   VP



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   109
                                  WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
                                  BRANCH

                                           by       /s/ Jonathan Berman
                                                    ----------------------------
                                                    Name:    Jonathan Berman
                                                    Title:   Managing Director



                                           by       /s/ Isaac Deutsch
                                                    --------------------------
                                                    Name:    Isaac Deutsch
                                                    Title:   Associate



                                  [additional signature pages to follow]

SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   110
                                SCHEDULE 1.01(A)

                       INITIAL FUNDING DATE ACQUISITIONS*

THERMAL UNITS**

MPC's right, title and interest in, to and under:

1.       The Thermal Units (other than Colstrip Unit 4);

2.       The Assets and Properties used or held for use principally in
         connection with the operation of such Thermal Units, as more fully
         described in Section 1.01 of the MPC Asset Purchase Agreement, other
         than the following assets:

         (a)  Colstrip 4 Transmission Assets;

         (b)  Colstrip 1, 2 and 3 Transmission Assets;

         (c)  Colstrip Townsite Services Agreement dated 1987 as amended by
              letter agreements extending its term through December 31, 1998,
              between MPC, Puget, Portland, Avista Corporation (as successor to
              The Washington Water Power Company), PacifiCorp and Colstrip
              Community Services Company;

         (d)  Raw Water Transportation Agreement dated January 12, 1989 between
              MPC, Puget, Portland, Avista Corporation (as successor to The
              Washington Water Power Company), PacifiCorp and Colstrip Community
              Services Company; and

         (e)  Buy-Back Obligation under the Housing Buy-Back Policy described on
              Schedule 1.02(a)(vi) of the MPC Asset Purchase Agreement; and

3.       The real property located under or associated with Colstrip Unit 4.



HYDRO UNITS

MPC's right, title and interest in, to and under:

              1. The Hydro Units identified on Schedule 12.01(c) to the MPC
                 Asset Purchase Agreement as items 4 - 12; and


              2. The Assets and Properties of MPC used or held for use
                 principally in connection with the operation of such Hydro
                 Units, as more fully described in Section 1.01 of the MPC Asset
                 Purchase Agreement, other than the Power Purchase/Exchange
                 Agreements.

------------
*    Capitalized terms used in this schedule and not defined in the Agreement
     shall have the meaning ascribed to them in the MPC Asset Purchase
     Agreement.

**   To be amended to reflect the exclusion of certain real property located
     under or associated with Colstrip Unit 3 and Colstrip Unit 4 and the
     subdivision of real property located under or associated with Colstrip Unit
     3 and Colstrip Unit 4 which will occur following the MPC Acquisitions.

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   111
                                SCHEDULE 1.01(B)

                                COMMON FACILITIES



The real property identified on Annex A hereto and the related personal property
identified on Annex B hereto.


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   112
                                                     Annex A to Schedule 1.01(B)

                                  Real Property



                            [to be attached manually]

[Annex A consists of three maps of the real estate on which the 2,276 (gross) MW
 Colstrip coal-fired electric generating facility and the Common Facilities are
                                   located.]


SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   113
                                                     Annex B to Schedule 1.01(B)

                                Personal Property

<TABLE>
<CAPTION>
                                                                                       Cost Allocations Per Article 5 of the
                                                                                            Common Facilities Agreement
                                                                                  -----------------------------------------------
                                                                 Facility
                                                                 Ownership           Original Costs           Future Costs of
                                                               Allocation (Per           To Be                 Replacement,
                                                              Article 3 of the       Reallocated As            Ownership, &
                                              Facility             Common              Per Columns             O&M To Shared
                                             Originally           Facilities          (To Left) By             On Following
                                             Funded By          Agreement) To          Payment To            Fractional Basis
                                              Product:            Project:              Project:                By Project:
                                        -----------------------------------------------------------------------------------------
FACILITY DESCRIPTION                        1&2      3&4       1&2       3&4         1&2       3&4           1&2          3&4
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>      <C>      <C>           <C>       <C>        <C>          <C>
1.   Sewer System                           x        --       .3186     .6814         x         --          .3868        .6132

2.   Fire Protection System                                                                                     Common Areas
     Installed by Units #1 &                                                                                   and Fire Pumps
     #2 (Allowance for #3 &                                                                                        Shared
     #4 Connection)                         x        --       .9500     .0500         x         --          .3186        .6814
                                                                                                               No Sharing For
                                                                                                                 Other Areas

3.   Fire Pump & Fire                                                                                            Common Areas
     Protection System                                                                                          and Fire Pumps
     Installed by Units #3 & #4             --       x          --     1.0000         --        --                 Shared
                                                                                                            .3186        .6814
                                                                                                                No Sharing For
                                                                                                                 Other Areas

4.   Garage & Warehouse
     (Units #1 & #2)                        x        --       .5000     .5000         x         --          .4208        .5792

5.   Meteorological Structures              x        --       .5000     .5000         x         --          .5000        .5000

6.   Air Quality Monitoring
     Structures (Excluding
     Indian Reservation)                    x        --       .5000     .5000         x         --          .5000        .5000

7.   Coal Handling Crew
     Facilities (Units #1 & #2)             x        --       .5000     .5000         x         --          .3243        .6757

8.   Portable Dredge                        x        --       .5000     .5000         x         --          .5000        .5000

9.   Diesel Fuel Storage                    x        x        .5000     .5000         --        --          .4208        .5792

10.  Gasoline Storage                       x        --       .5000     .5000         x         --          .4208        .5792

11.  Waste Oil Storage                      --       x        .5000     .5000         --        x           .4208        .5792
</TABLE>


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   114
<TABLE>
<CAPTION>
                                                                                       Cost Allocations Per Article 5 of the
                                                                                            Common Facilities Agreement
                                                                                  -----------------------------------------------
                                                                 Facility
                                                                 Ownership           Original Costs           Future Costs of
                                                               Allocation (Per           To Be                 Replacement,
                                                              Article 3 of the       Reallocated As            Ownership, &
                                              Facility             Common              Per Columns             O&M To Shared
                                             Originally           Facilities          (To Left) By             On Following
                                             Funded By          Agreement) To          Payment To            Fractional Basis
                                              Product:            Project:              Project:                By Project:
                                        -----------------------------------------------------------------------------------------
FACILITY DESCRIPTION                        1&2      3&4       1&2       3&4         1&2       3&4           1&2          3&4
---------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>      <C>       <C>      <C>           <C>       <C>        <C>          <C>
12.  115 kV Start-up
     Transmission Line
     (Switchyard to Common
     Connection)                            x        --       .5000     .5000         x         --          .4208        .5792

13.  Truck Scale                            x        --       .5000     .5000         x         --          .5000        .5000

14.  Fly Ash Pond Pump
     House (Excluding Process
     Equipment)                             x        --       .6000     .4000         x         --         1.0000        .0000

15.  Drainage and Runoff
     Retention                              x        --       .3200     .6800         x         --          .3200        .6800

16.  River Pumping Station &
     Facility (Including):

     a.  Intake Canal &
         Structure                          x        --       .3186     .6814         x         --          .3186        .6814

     b.  Pumps (Excluding
         Labor) Furnished by
         Units #1 & #2                      x        --       .6593     .3407         x         --          .3186        .6814

     c.  Other Mechanical
         (Excluding Pumps but
         Including Labor &
         Electrical Equipment
         Furnished by Units #1
         & #2                               x        --       .5000     .5000         x         --          .3186        .6814

     d.  Cyclone & Auxil.
         Pump at River                      --       x        .3816     .6814         --        x           .3816        .6814

     e.  River Pumps, Other
         Mechanical & Elec.
         Equip. Furnished by
         Units #3 & #4                      --       x        .0000    1.0000         --        --          .3816        .6814
</TABLE>


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   115
<TABLE>
<CAPTION>
                                                                                       Cost Allocations Per Article 5 of the
                                                                                            Common Facilities Agreement
                                                                                  -----------------------------------------------
                                                                 Facility
                                                                 Ownership           Original Costs           Future Costs of
                                                               Allocation (Per           To Be                 Replacement,
                                                              Article 3 of the       Reallocated As            Ownership, &
                                              Facility             Common              Per Columns             O&M To Shared
                                             Originally           Facilities          (To Left) By             On Following
                                             Funded By          Agreement) To          Payment To            Fractional Basis
                                              Product:            Project:              Project:                By Project:
                                        -----------------------------------------------------------------------------------------
FACILITY DESCRIPTION                        1&2      3&4       1&2       3&4         1&2       3&4           1&2          3&4
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>      <C>      <C>           <C>       <C>        <C>          <C>
17.  Coal Handling Fac.
     Including:

     a.  Concrete Tunnel                    x        --       .5000     .5000         x         --        (      )     (      )

     b.  Receiving Hoppers                  x        --       .5000     .5000         x         --        (1.0000)     (      )

     c.  Conveyor #6                        x        --       .5000     .5000         x         --        (  of  )     (Billed)

     d.  Sampler                            x        --       .7140     .2860         x         --        (normal)     (  as  )

     e.  Dust Collectors #2 &               x        --       .9000     .1000         x         --        ( costs)     ( used )
         #3                                                                                               (      )     (      )

18.  Surge Pond Structure and
     Equipment Including:

     a.  Pond                               x        --       .3186     .6814         x         --          .3186        .6814

     b.  Structures                         x        --       .3186     .6814         x         --          .3186        .6814

     c.  Mechanical and
         Electrical Equip.
         Furnished by Units #1
         & #2                               x        --       .6593     .3407         x         --          .3186        .6814

     d.  Mechanical and
         Electrical Equip.
         Furnished by Units #3
         and #4                             --       x        .0000    1.0000         --        --          .3186        .6814

     e.  Cutoff Wall #1                     x        --       .3186     .6814         x         --          .3186        .6814

     f.  Cutoff Wall #2                     x        --       .3186     .6814         x         --          .3186        .6814

     g.  Surge Pond Control
         Cable Replacement                  --       x        .3186     .6814         --        x           .3186        .6814

19.  Environmental Lab in
     Scrubber Area                          --       x        .5000     .5000         --        x           .4208        .5792

20.  Converted Construction
     Buildings                              --       x        .2000     .8000         --        x           .2000        .8000
----------------------------------------------------------------------------------------------------------------------------------
21.  #1 & #2 Admin. Bldg.                   x        --       .5000     .5000         x         --          .5000        .5000
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   116
<TABLE>
<CAPTION>
                                                                                       Cost Allocations Per Article 5 of the
                                                                                            Common Facilities Agreement
                                                                                  -----------------------------------------------
                                                                 Facility
                                                                 Ownership           Original Costs           Future Costs of
                                                               Allocation (Per           To Be                 Replacement,
                                                              Article 3 of the       Reallocated As            Ownership, &
                                              Facility             Common              Per Columns             O&M To Shared
                                             Originally           Facilities          (To Left) By             On Following
                                             Funded By          Agreement) To          Payment To            Fractional Basis
                                              Product:            Project:              Project:                By Project:
                                        -----------------------------------------------------------------------------------------
FACILITY DESCRIPTION                        1&2      3&4       1&2       3&4         1&2       3&4           1&2          3&4
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>      <C>      <C>           <C>       <C>        <C>          <C>
22.  #3 & #4 Admin. Bldg.
                                            --       x        .3000     .7000         --        x           .3000        .7000

     Includes:

     a.  Repair Shop
     b.  Telephone Room
     c.  Electric Shop
     d.  Chem Lab

     Excludes:

     a.  Aux Boiler
     b.  Heating Boiler
     c.  Water Treatment Area

23.  Machine Shop, I&C Shop,
     & Chem Lab (Units #1 &
     #2)                                    x        --       .5000     .5000         x         --          .4208        .5792

24.  New Warehouse and
     Offices                                x        x        .4000     .6000         x         x           .4000        .6000

25.  Environmental Bldg.                    x        x        .4000     .6000         x         x           .4000        .6000

26.  Paving Parking Areas & Roads           x        x        .3168     .6814         --        --          .4208        .5792

27.  Plant Security & Fencing               x        x        .3186     .6814         --        --          .4208        .5792

28.  Yard Lighting                          x        x        .3186     .6814         --        --          .4208        .5792

29.  Telephone Equipment                    x        x        .3186     .6814         --        --          .4208        .5792

30.  Plant Landscaping                      x        x        .3186     .6814         --        --          .4208        .5792

31.  Cathodic Protection for
     River Pipeline                         x        x        .3186     .6814         --        --          .3186        .6814

32.  ATR                                    --       x        .3186     .6814         --        --          .3186        .6814
----------------------------------------------------------------------------------------------------------------------------------
33.  River Water Pipeline to
     Surge Pond Furnished by
     Units #1 & #2                          x        --       .8632     .1368         x         --          .3186        .6814
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   117
<TABLE>
<CAPTION>
                                                                                       Cost Allocations Per Article 5 of the
                                                                                            Common Facilities Agreement
                                                                                  -----------------------------------------------
                                                                 Facility
                                                                 Ownership           Original Costs           Future Costs of
                                                               Allocation (Per           To Be                 Replacement,
                                                              Article 3 of the       Reallocated As            Ownership, &
                                              Facility             Common              Per Columns             O&M To Shared
                                             Originally           Facilities          (To Left) By             On Following
                                             Funded By          Agreement) To          Payment To            Fractional Basis
                                              Product:            Project:              Project:                By Project:
                                        -----------------------------------------------------------------------------------------
FACILITY DESCRIPTION                        1&2      3&4       1&2       3&4         1&2       3&4           1&2          3&4
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>      <C>      <C>           <C>       <C>        <C>          <C>
34.  River Water Pipeline to
     Surge Pond Furnished by
     Units #3 and #4                        --       x        .0000    1.0000         --        --          .3186        .6814

35.  North Plant Sediment Pond              --       x        .3186     .6814         --        x           .3186        .6814

36.  Computer Capitalized
     Facilities                             x        x        .3186     .6814         --        --          .4208        .5792

37.  Gas Bottle Storage Rack                x        x        .3186     .6814         --        --          .4208        .5792

38.  All Vehicles Identified on                                                                               Costs of owner-
     the Colstrip Project                                                                                     ship & O&M
     Division Vehicle Roster                                                                                  Based on Actual
     with an Assigned Number                                                                                  Use. Replace-
     from 3700 to 3999                      x        x        .5000     .5000         --        --            ments Based on:
                                                                                                            .3868        .6132

39.  Major Mobile Equipment                                                                                   Costs of Owner-
     as Identified on the                                                                                     ship & O&M
     Colstrip Project Division                                                                                Based on Actual
     Equipment Roster with an                                                                                 Use. Replace-
     Assigned Number from                                                                                     ments Based on:
     4000 to 4099                           x        x        .5000     .5000         --        --          .4208        .5792

40.  Miscellaneous portable &                                                                                 Costs of Owner-
     mobile equipment on the                                                                                  ship & O&M
     Colstrip Project Division                                                                                Based on Actual
     Equipment Roster with an                                                                                 Use.
     Assigned Number from                                                                                     Replacements
     4200 to 4399                           x        x        .5000     .5000         --        --            Based on:
                                                                                                            .4208        .5792
----------------------------------------------------------------------------------------------------------------------------------
41.  Machine Shop Equip.                    x        x        .5000     .5000         x         x           .4208        .5792

42.  Scaffolding                            x        x        .5000     .5000         --        --          .4208        .5792
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   118
<TABLE>
<CAPTION>
                                                                                       Cost Allocations Per Article 5 of the
                                                                                            Common Facilities Agreement
                                                                                  -----------------------------------------------
                                                                 Facility
                                                                 Ownership           Original Costs           Future Costs of
                                                               Allocation (Per           To Be                 Replacement,
                                                              Article 3 of the       Reallocated As            Ownership, &
                                              Facility             Common              Per Columns             O&M To Shared
                                             Originally           Facilities          (To Left) By             On Following
                                             Funded By          Agreement) To          Payment To            Fractional Basis
                                              Product:            Project:              Project:                By Project:
                                        -----------------------------------------------------------------------------------------
FACILITY DESCRIPTION                        1&2      3&4       1&2       3&4         1&2       3&4           1&2          3&4
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>      <C>      <C>      <C>           <C>       <C>        <C>          <C>
43.  Warehouse Equipment as
     Identified on the Colstrip
     Project Division
     Equipment Roster with an
     Assigned Number from
     4400 to 4499                           x        x        .5000     .5000         --        --          .4208        .5792

44.  Laboratory and Special
     Test Equip.                            x        x        .5000     .5000         --        --          .4208        .5792

45.  Furniture                              x        x        .3868     .6132         --        --          .3868        .6132

46.  Land as Described in
     Exhibit B attached hereto              x        --       .3186     .6814         x         --          .3186        .6814
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   119
                                                                SCHEDULE 1.01(C)


                               SUBORDINATION TERMS

                  Section 1.1 Definitions. As used in this Agreement:

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

                  "Affiliate-Held Subordinated Claim" means any Subordinated
Claim that is issued to or at any time held or beneficially owned by an
Affiliate of the Company.

                  "Bankruptcy Code" means Title 11 of the United States Code.

                  "Bankruptcy, Insolvency or Liquidation Proceeding" means (a)
any case commenced by or against the Company as debtor under any chapter of the
Bankruptcy Code, any other proceeding for the reorganization, recapitalization
or adjustment or marshalling of the assets or liabilities of the Company, any
receivership or assignment for the benefit of creditors relating to the Company
or any similar case or proceeding relative to the Company or the creditors of
the Company, as such, in each case whether or not voluntary, (b) any
liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to the Company, in each case whether or not voluntary and
whether or not involving bankruptcy or insolvency, or (c) any other proceeding
of any type or nature in which Claims against the Company are determined, proven
or paid.

                  "Chase Credit Agreement" means the Credit Agreement dated as
of November 9, 1999 between the Company, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent, as amended from time to time.

                  "Claim" is used as defined in the Bankruptcy Code, whether or
not, in the context in which it appears, a case under the Bankruptcy Code is
pending.

                  "Company" means PP&L Montana, LLC, a Delaware limited
liability company.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Distribution" means any payment or distribution of any kind
or character on account of or applied or available for application to the
satisfaction of a Claim, whether consisting of cash, property, securities, by
setoff or otherwise.

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

                  "holder" includes, in respect of any Claim, each Person that
owns, is entitled to enforce, is entitled to the benefit of or otherwise holds
or owns such Claim and includes all



                                      -1-
<PAGE>   120
Persons at any time receiving any transfer of any interest in such Claim or
otherwise succeeding to any interest in such Claim. Each reference to any holder
of Subordinated Claims includes all holders of any interest in any of the
Subordinated Claims.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset, (c) any third party purchase option, call or
similar right of a third party, (d) the filing of any financing statement, lien
claim or lien notice covering such asset, or (e) the issuance of any writ of
attachment, garnishment, replevin, execution or other legal process against such
asset or the owner of any interest therein.

                  "Payment Blockage Notice" means a written notice stating that
a Senior Credit Facility Default has occurred and is continuing and generally
describing the nature of such Senior Credit Facility Default, given by a Senior
Agent to the Company in compliance with Section 1.3(b).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
governmental authority or other entity.

                  "Post-Petition Interest/Expense Claims" means (a) any Claim
for interest on any Senior Claim accrued or computed for or as to any period of
time at any time after the commencement of any Bankruptcy, Insolvency or
Liquidation Proceeding at the rate (including any applicable post-default rate)
set forth in or applicable under any instrument or agreement evidencing or
governing any Senior Debt and (b) any Claim for costs, expenses, taxes or
indemnification incurred or arising at any time after the commencement of any
Bankruptcy, Insolvency or Liquidation Proceeding under any instrument or
agreement evidencing or governing any Senior Debt, in the case of each Claim
described in the foregoing clauses (a) and (b) whether or not such Claim is
allowed, allowable or enforceable in such Bankruptcy, Insolvency or Liquidation
Proceeding and even if such Claim is not allowed or enforced therein.

                  "Required Senior Lenders" means, at any time, the holders of a
majority in amount of all Claims against the Company for principal (or any
guaranty of principal) of all Senior Debt then outstanding under all Senior
Credit Facilities then outstanding.

                  "Senior Agent" means the entity acting as Administrative Agent
under the Senior Credit Facility or, if at any time no agent is acting as
Administrative Agent under the Senior Credit Facility, the Required Senior
Lenders or an agent or representative acting at the direction or with the
consent of the Required Senior Lenders.

                  "Senior Claims" means all present and future Claims against
the Company (a) for principal of and interest (including all Post-Petition
Interest/Expense Claims) and premium (if any) on any and all Senior Debt then
outstanding, and (b) for fees, costs, taxes, expense reimbursements, indemnities
and other amounts payable by the Company under any instrument or agreement
governing any Senior Debt then outstanding.



                                      -2-
SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   121
                  "Senior Credit Facility" means the credit facility extended
under the Chase Credit Agreement, as from time to time increased, extended or
otherwise modified, changed, amended or restated and as from time to time
refinanced, replaced or refunded in whole or in part.

                  "Senior Credit Facility Default" means, in respect of any
Senior Credit Facility, any event that permits the holders of Senior Debt
outstanding under such Senior Credit Facility immediately to accelerate the
maturity of all extensions of credit and other indebtedness outstanding
thereunder.

                  "Senior Debt" means any and all indebtedness now outstanding
or hereafter incurred by the Company for loans, letter of credit reimbursement
obligations, interest rate hedging obligations or other extensions of credit
under or relating to any Senior Credit Facility or under any note, debenture or
other debt instrument or debt security or guaranty issued pursuant to any Senior
Credit Facility.

                  "Subordinated Claims" means any and all present and future
Claims against the Company (a) for the principal of and interest and premium (if
any) on any and all indebtedness now outstanding or hereafter incurred by the
Company for loans, letter of credit reimbursement obligations, or other
extensions of credit under [identify pertinent agreements] and all other present
and future indebtedness of the Company for borrowed money or under any note,
debenture or other debt instrument or debt security or any under any guaranty
thereof issued pursuant to [said agreements] and (b) for fees, costs, taxes,
expense reimbursements, indemnities and other amounts payable by the Company
under any instrument or agreement governing any such indebtedness.

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  Section 1.2 Subordination. The Company and each of the
[identify all creditors holding or acquiring Subordinated Claims], for itself
and for all present and future holders of Subordinated Claims, hereby covenant
and agree that the Subordinated Claims are and shall be postponed, subordinated
and junior in right of payment to the prior payment in full of all Senior
Claims, on the terms and conditions herein set forth. The provisions of this
[Agreement] [Article ____] are intended for the benefit of each present and
future holder of any Senior Claim, each of whom shall be a third party
beneficiary of such provisions and entitled to enforce the same in any lawful
manner.



                                      -3-

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   122
                  Section 1.3 Payments and Collateral Security on Subordinated
Claims. For as long as any commitment to extend credit under any Senior Credit
Facility may be outstanding and thereafter until all outstanding Senior Claims
have been paid in full in cash:

                  (a) Payments. The Company shall not make or make or permit any
of its Subsidiaries or Affiliates to make, and the holders of Subordinated
Claims will not accept or retain, any payment of the principal of Subordinated
Claims or any purchase of Subordinated Claims or any other Distribution on
account of Subordinated Claims except any payment of principal of or interest on
Subordinated Claims that is (i) permitted under the terms of the Chase Credit
Agreement (including, without limitation, Sections 6.05 and 6.10 thereof) or any
other Senior Credit Facility and (ii) not prohibited at the time of such payment
by Section 1.3(b).

                  (b) Payment Blockage. Notwithstanding Section 1.3(a), the
Company shall not make any payment in respect of Subordinated Claims if at the
time such payment is made:

                           (i) a Bankruptcy, Insolvency or Liquidation
         Proceeding has been commenced and has not been dismissed,

                           (ii) any payment of principal or interest due in
         respect of any indebtedness outstanding under any Senior Credit
         Facility has become due and payable and has not been paid, or

                           (iii) either:

                                    (A) a Senior Credit Facility Default has
                  occurred, has not been corrected and has not been waived by
                  the Persons entitled to waive it under the agreement governing
                  such Senior Credit Facility Default, if such Subordinated
                  Claim or the interest thereon constitutes an Affiliate-Held
                  Subordinated Claim, or

                                    (B) a Payment Blockage Notice is in effect,
                  if and to the extent neither such Subordinated Claim nor the
                  interest thereon constitutes an Affiliate-Held Subordinated
                  Claim.

                  A Payment Blockage Notice may be given whenever any Senior
Credit Facility Default has occurred, has not been corrected and has not been
waived by the Persons entitled to waive it under the agreement governing such
Senior Credit Facility Default, but only if at least 365 consecutive days have
elapsed since the day on which the last previous Payment Blockage Notice was
given. Each Payment Blockage Notice shall be in effect until the earliest of (A)
the 181st day after the date on which it was given, (B) the day on which the
Senior Credit Facility Default on which it was predicated has been corrected,
and (C) the day on which the Senior Credit Facility Default on which it was
predicated has been waived by the Persons entitled to waive it under the
agreement governing such Senior Credit Facility Default.

                  (c) Liens. The Company will not grant or permit to exist and
will not permit any of its Subsidiaries to grant or permit to exist, and the
holders of Subordinated Claims will not accept or retain, any Lien upon any
present or future property or asset of the Company or any of its Subsidiaries
securing any Subordinated Claim.


                                      -4-

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   123
                  (d) Guaranties. The Company will not permit any of its
Subsidiaries to become or remain bound by or subject in any respect to any
guaranty of any Subordinated Claim or any other obligation providing assurance
or relating to the payment of any Subordinated Claim, and the holders of
Subordinated Claims will not accept or retain any such guaranty or other
obligation.

                  (e) Invalidation or Turnover. If at any time any Lien,
guaranty or other obligation has been incurred or taken or is claimed or
outstanding as to any Subordinated Claim in breach of the provisions of Sections
1.3(c) and 1.3(d), then the holders of a majority in outstanding principal
amount of Senior Debt may, at their option, either (i) declare such Lien,
guaranty or obligation to be invalid, and such Lien, guaranty or obligation
thereupon shall become unenforceable and void, or (ii) require the holders of
the Subordinated Claims benefited by such Lien, guaranty or obligation to assign
and deliver such Lien, guaranty or obligation, or the proceeds from enforcement
thereof, together with all other benefits thereof, for the benefit of the
holders of Senior Claims in the same manner as required in respect of
Distributions pursuant to Section 1.5.

                  Section 1.4 Bankruptcy, Insolvency or Liquidation Proceedings.

                  In any Bankruptcy, Insolvency or Liquidation Proceeding:

                  (a) Postponement. All Senior Claims shall be paid in full in
cash before any holder of Subordinated Claims shall be entitled to receive any
Distribution on account of any Subordinated Claim in such Bankruptcy, Insolvency
or Liquidation Proceeding.

                  (b) Turnover. The holders of Senior Claims shall be entitled
to receive each Distribution that may become payable or deliverable on account
of all Subordinated Claims in such Bankruptcy, Insolvency or Liquidation
Proceeding, for application to the payment of Senior Claims, until all holders
of Senior Claims have received payment in full in cash of all Senior Claims.
Each such Distribution shall be delivered by the debtor, trustee, receiver,
disbursing agent or other person making such Distribution in such Bankruptcy,
Insolvency or Liquidation Proceeding directly to the Senior Agent for the
benefit of the holders of Senior Claims.

                  (c) Not Affected by Discharge. No legal discharge of the
liability of the Company in such Bankruptcy, Insolvency or Liquidation
Proceeding shall, as against the holders of Subordinated Claims, constitute
payment of the Senior Claims or shall in any respect affect or impair the right
of the holders of Senior Claims to receive any Distribution on account of
Subordinated Claims and to apply such Distribution to pay Senior Claims until
the Senior Claims are paid in full in cash.

                  (d) Proof of Claim as to Subordinated Claims. If filing of a
claim or proof of claim in respect of any Subordinated Claim is required by law
or court order and if any holder of Subordinated Claims does not file, in
appropriate form, a legally sufficient claim or proof of claim in respect of
such holder's interest in such Subordinated Claim within 60 days prior to the
time when such filing is required in order for the claim to be allowed or
enforceable, then each of the Senior Agent and any holder of any Senior Debt,
severally, with each of them empowered to act alone, are hereby irrevocably
authorized and empowered (but shall not be obligated), as


                                      -5-

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   124
attorneys-in-fact for such holder of Subordinated Claims with full power of
substitution, to file such claim or proof thereof in the name of such holder.

                  (e) Senior Creditors Entitled to Voting Rights. The holders of
Senior Debt shall have, and shall be entitled and permitted to exercise or
enforce, all voting rights and all other rights or privileges pertaining to
Subordinated Claims or any claim or proof of claim relating to Subordinated
Claims, whether or not a claim or proof of claim is filed in respect of such
Subordinated Claims and whether any such filed claim or proof of claim is filed
by a holder of Subordinated Claims or by a Senior Agent or holder of Senior
Debt. Any exercise of such voting rights and other rights and privileges by the
holders of a majority in outstanding principal amount of the Senior Debt shall
be binding on all holders of Senior Claims and all holders of Subordinated
Claims.

                  Section 1.5 Delivery of Prohibited Distributions. If and in
each instance that, notwithstanding the provisions of Sections 1.3 and 1.4, any
holder of Subordinated Claims receives any Distribution on account of any
Subordinated Claim that is prohibited by Section 1.3 or Section 1.4, then,
unless and until the Senior Claims are paid in full in cash:

                  (a) Payover. Such holder shall forthwith pay over, transfer
and deliver such Distribution to the Senior Agent or any other agent appointed
for such purpose by the holders of a majority in outstanding principal amount of
Senior Debt, for the benefit of the holders of Senior Claims and for application
to the payment of Senior Claims until all Senior Claims have been paid in full
in cash; and

                  (b) Trust. Pending such payover, transfer and delivery, such
holder shall hold such Distribution in trust as trustee of an express trust for
the benefit of the holders of Senior Claims, in the identical form received
(except for any necessary endorsement to the Senior Agent or such agent).

                  Section 1.6 Subrogation.

                  (a) Postponement of Subrogation Rights. Each holder of
Subordinated Claims hereby agrees that, until all Senior Claims are paid in full
in cash, it will not exercise or enforce any rights it might otherwise have to
be subrogated to the Claims, rights, Liens and interests of the holders of
Senior Claims in respect of any Distribution on account of Subordinated Claims
that is applied to the payment of any Senior Claim or delivered, transferred or
paid over to or for the benefit of the Senior Agent or any holder of Senior
Claims.

                  (b) Holders of Senior Claims not Obligated. The holders of
Senior Claims shall not be obligated to ensure, perfect, protect, enforce or
maintain any right that might otherwise be accorded or available to or
enforceable by any holder of Subordinated Claims. The provisions of this
[Agreement] [Article ____] and the rights of the holders of Senior Claims
hereunder shall remain fully enforceable on the terms set forth herein,
regardless of any act, omission or circumstance (whether or not attributable to
any holder of any Senior Claim) which does or might in any manner or in any
respect limit, affect or impair any right of subrogation otherwise accorded or
available to or enforceable by any holder of Subordinated Claims.


                                      -6-

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   125
                  (c) Disallowed Post-Petition Interest/Expense Claims. The
provisions of Section 1.4 and the rights of the holders of Senior Claims
thereunder shall be fully enforceable as to all Senior Claims representing
Post-Petition Interest/Expense Claims that are not allowed or enforceable in a
Bankruptcy, Insolvency or Liquidation Proceeding.

                  Section 1.7 Acceleration and Enforcement of Subordinated
Claims. Until all commitments to extend credit under any Senior Credit Facility
have terminated and all outstanding Senior Claims have been paid in full in
cash, no holder of Subordinated Claims will (i) accelerate the maturity of any
Subordinated Claims, (ii) bring suit to collect or otherwise enforce any right
or remedy in respect of Subordinated Claims or commence or prosecute any action
or proceeding thereon or (iii) commence any Bankruptcy, Insolvency or
Liquidation Proceeding, join with any creditor in commencing any Bankruptcy,
Insolvency or Liquidation Proceeding or appear in any Bankruptcy, Insolvency or
Liquidation Proceeding commenced by any other creditor in support of the
commencement or continuation thereof, except that:

                  (a) Affiliate-Held Subordinated Claims. If such Subordinated
Claim is an Affiliate-Held Subordinated Claim that will become unenforceable by
time bar under the applicable statute of limitations within the next three
months, the holder thereof may commence an action sufficient to satisfy such
time bar but may not prosecute such action or seek, accept or retain any
provisional relief, injunctive relief or judgment therein; and

                  (b) Subordinated Claims Not Held by Affiliates. If such
Subordinated Claim is not an Affiliate-Held Subordinated Claim, the provisions
of this Section 1.7 shall cease to apply to such Subordinated Claim if any of
the following events has occurred:

                           (i) The payment of interest on Subordinated Claims
         has been prohibited under Section 1.3 for a period of more than 185
         consecutive days;

                           (ii) an order for relief has been entered at the
         request of the Company, or against the Company, in a Bankruptcy,
         Insolvency or Liquidation Proceeding;

                           (iii) all indebtedness outstanding under any Senior
         Credit Facility has been declared by the holders thereof to be
         immediately due and payable; or

                           (iv) any Senior Agent or holder of any Senior Claim
         under any Senior Credit Facility has exercised or enforced against the
         Company or any of its Subsidiaries any right or remedy for foreclosure
         of any Lien upon any property of the Company or a Subsidiary of the
         Company securing any Senior Claim.

                  Section 1.8 Subordination not Prejudiced, etc.

                  (a) Not Prejudiced. No right of any holder of any Senior Claim
to enforce the provisions of this [Agreement] [Article ____] shall at any time
in any way be prejudiced, affected or impaired by any act or failure to act on
the part of the Company or any of its Subsidiaries or by any act or failure to
act on the part of any holder of Senior Claims or by any breach or default by
the Company or any of its Subsidiaries in the performance or observance of any
promise, covenant or obligation enforceable by any holder of Subordinated
Claims,




                                      -7-

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   126
regardless of any knowledge thereof that any holder of Senior Claims may have or
otherwise be charged with.

                  (b) Specified Acts. Without limiting Section 1.8(a), each
holder of any Senior Claim may, as between it and any holder of Subordinated
Claims, at any time and from time to time, without the consent of or notice to
any holder of Subordinated Claims, without incurring any responsibility or
liability to any holder of Subordinated Claims and without in any manner
prejudicing, affecting or impairing the obligations of any holder of
Subordinated Claims under this [Agreement] [Article ____]:

                           (i) Make loans and advances to the Company or any of
         its Subsidiaries or issue, guaranty or obtain letters of credit for
         account of the Company or any of its Subsidiaries or otherwise extend
         credit to the Company or any of its Subsidiaries, in any amount and on
         any terms, whether pursuant to a commitment or as a discretionary
         advance and whether or not any default or event of default or failure
         of condition is then continuing;

                           (ii) Change the manner, place or terms of payment or
         extend the time of payment of, or renew or alter, compromise,
         accelerate, extend or refinance, any Senior Claim or any agreement,
         guaranty, Lien or obligation of the Company or any of its Subsidiaries
         or any other Person in any manner related thereto, or otherwise amend,
         supplement or change in any manner any Senior Claim or any such
         agreement, guaranty, Lien or obligation;

                           (iii) Increase or reduce the amount of any Senior
         Claim or the interest, premium, fees or other amounts payable in
         respect thereof;

                           (iv) Release or discharge any Senior Claim or any
         guaranty thereof or any agreement or obligation of the Company or any
         of its Subsidiaries or any other Person with respect thereto;

                           (v) Take or fail to take any collateral security for
         any Senior Claim or take or fail to take any action which may be
         necessary or appropriate to ensure that any Lien upon any property
         securing any Senior Claim is duly enforceable or perfected or entitled
         to priority as against any other Lien or to ensure that any proceeds of
         any property subject to any Lien are applied to the payment of any
         Senior Claim;

                           (vi) Release, discharge or permit the lapse of any or
         all Liens upon any property at any time securing any Senior Claim;

                           (vii) Exercise or enforce, in any manner, order or
         sequence, or fail to exercise or enforce, any right or remedy against
         the Company or any of its Subsidiaries or any collateral security or
         any other Person or property in respect of any Senior Claim or any
         security interest or Lien securing any Senior Claim or any right under
         this Agreement, and apply any payment or proceeds of collateral in any
         order of application; or


                                      -8-

SIGNATURE PAGE TO CREDIT AGREEMENT


<PAGE>   127
                           (viii) Sell, exchange, release, foreclose upon or
         otherwise deal with any property that may at any time be subject to any
         Lien securing any Senior Claim.

                  Section 1.9 Transferees to be Bound.

                  (a) Note Legend. The following provision shall at all times be
part of the each instrument or debt security evidencing or representing any
Subordinated Claim:

                           The indebtedness evidenced hereby is postponed,
                           subordinated and junior in right of payment to
                           certain "Senior Claims," as defined in the [identify
                           this Agreement], on the terms set forth in Article
                           ___ of the [identify this Agreement]. The provisions
                           of said Article ____ and related definitions of
                           defined terms used therein are hereby incorporated
                           herein as if set forth at length herein. Each
                           subsequent holder and transferee hereof shall be
                           bound, to the extent of its interest herein, by the
                           obligations set forth in such provisions applicable
                           to a holder hereof.

                   (b) Notice to Transferees. Prior to any transfer of any
interest in any Subordinated Claim, the then holder thereof shall deliver a copy
of this Agreement to the transferee. The failure to deliver such copy shall not
affect or impair the enforceability of the provisions of this [Agreement]
[Article _____] against the transferee.

                  Section 1.10 Enforceability. The provisions of this
[Agreement] [Article ____] (a) shall be binding upon and enforceable against the
Company and each holder of Subordinated Claims and their respective successors
and transferees, (b) may be jointly or separately enforced in any lawful manner
against any one or more or all of the persons and entities bound hereby, without
any requirement that other Claims or persons or entities bound hereby be joined
(and no single or partial exercise or enforcement of any right hereunder shall
preclude any other or further exercise or enforcement thereof), and (c) shall
inure to the benefit of and be enforceable by each present and future holder of
any Senior Claim. The obligations of each holder of Subordinated Claims under
this [Agreement] [Article ____] are several and not joint and shall be limited,
in the case of each holder, solely to its own interest in Subordinated Claims.
No holder of Subordinated Claims shall have any liability in respect of any
obligation of any other holder of Subordinated Claims.

                  Section 1.11 Specific Enforcement. The Company and each holder
of Subordinated Claims acknowledges and agrees that an action for money damages
is not an adequate remedy for enforcement of this [Agreement] [Article ____]
and, accordingly, agrees that each and all of the obligations arising hereunder
may, at the option of the Senior Agents or the Required Senior Lenders, be
enforced by an action for specific performance or other lawful specific or
injunctive relief.

                  Section 1.12 Reinstatement. If any payment or other
Distribution at any time applied to the payment of any Senior Claim is
subsequently annulled, rescinded, avoided or set


                                      -9-

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   128
aside or required by law to be returned for any reason, then for the purposes of
this [Agreement] [Article ____] such Senior Claim shall be reinstated and deemed
to have remained continuously outstanding, as fully as if such payment or
Distribution had never been made.

                  Section 1.13 Amendments and Waivers. The provisions of this
[Agreement] [Article ____] may be waived, modified, amended or otherwise changed
only if and as set forth in a written agreement signed by the Company, the
Required Senior Lenders and the holders of the Subordinated Claims party hereto.

                  Section 1.14 Governing Law; Jurisdiction; Venue; Service of
Process; Waiver of Jury Trial.

                  (a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  (b) Consent to Jurisdiction. Each party hereto, for itself and
its successors and assigns, and each third party beneficiary hereof (by
acceptance of the benefits hereof) hereby (i) irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court for the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, (ii) irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding shall be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court, and (iii) agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions and courts by
suit on the judgment or in any other manner provided by law; provided, that (x)
the provisions of this [Agreement] [Article ____] shall be enforceable and may
be enforced by the Court in any Bankruptcy, Insolvency or Liquidation Proceeding
pending as to the Company or its successor in interest, and (y) this Section
1.14(b) shall not impair or diminish any right that any party or third party
beneficiary may otherwise have to bring any action or proceeding relating to
this Agreement in the courts of any jurisdiction (A) to enforce or in aid of the
judgment of the Supreme Court of the State of New York sitting in New York
County or of the United States District Court for the Southern District of New
York, (B) as to any claim in respect of which the Supreme Court of the State of
New York sitting in New York County lacks, determines that it does not have, or
declines to exercise, jurisdiction, or (C) in respect of any matter as to which
the agreement set forth in this Section 1.14(b) is not enforceable as a matter
of law.

                  (c) Waiver of Objections to Venue. Each party hereto, for
itself and its successors and assigns, and each third party beneficiary hereof
(by acceptance of the benefits hereof) hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, (i) any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in the Supreme
Court of the State of New York sitting in New York County or the United States
District Court for the Southern District of New York and (ii) the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.


                                      -10-

SIGNATURE PAGE TO CREDIT AGREEMENT
<PAGE>   129
                  (d) Service of Process. Each party hereto, for itself and its
successors and assigns, and each third party beneficiary hereof (by acceptance
of the benefits hereof) hereby irrevocably and unconditionally appoints [insert
name and address of a recognized New York process agent] as its agent for
receipt of service of process issued by the Supreme Court of the State of New
York sitting in New York County or issued by the United States District Court
for the Southern District of New York in any action or proceeding arising out of
or relating to this Agreement and further agrees that, in the alternative, such
process may be served in any other manner permitted by the laws of the State of
New York, the laws of the United States or the laws of the jurisdiction in which
such party or third party beneficiary may be found.

                  (e) WAIVER OF JURY TRIAL. EACH PARTY HERETO, FOR ITSELF AND
ITS SUCCESSORS AND ASSIGNS, AND EACH THIRD PARTY BENEFICIARY HEREOF (BY
ACCEPTANCE OF THE BENEFITS OF THE PROVISIONS HEREOF) HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY, OF ANY ACTION, CLAIM, DEMAND
OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN ANY WAY
CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS BETWEEN THEM WITH
RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE.

                  Section 1.15 Headings. Article and Section headings and the
Table of Contents set forth herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of this
Agreement or be taken into consideration in interpreting this Agreement.


                                      -11-

SIGNATURE PAGE TO CREDIT AGREEMENT

<PAGE>   130
                                SCHEDULE 1.01(D)

                                 MONTANA ASSETS

MPC ACQUISITIONS*

MPC's right, title and interest in, to and under:

1.       The Generating Assets (as defined in the MPC Asset Purchase Agreement),
         other than Colstrip Unit 4;

2.       The Assets and Properties (as defined in the MPC Asset Purchase
         Agreement) used or held for use principally in connection with the
         operation of such Generating Assets, as more fully described in Section
         1.01 of the MPC Asset Purchase Agreement, other than the following
         assets:

         (a)  BPA Peak/Energy Exchange, which is Exhibit L to the Power Sales
              Agreement, dated as of August 27, 1982 between MPC and the United
              States of America, Department of Energy, acting by and through the
              Bonneville Power Administration;

         (b)  Colstrip 4 Transmission Assets;

         (c)  in the event that either the Puget Acquisitions or the Portland
              Acquisitions are consummated, Colstrip 1, 2 and 3 Transmission
              Assets;

         (d)  Colstrip Townsite Services Agreement dated 1987 as amended by
              letter agreements extending its term through December 31, 1998,
              between MPC, Puget, Portland, Avista Corporation (as successor to
              The Washington Water Power Company), PacifiCorp and Colstrip
              Community Services Company;

         (e)  Raw Water Transportation Agreement dated January 12, 1989 between
              MPC, Puget, Portland, Avista Corporation (as successor to The
              Washington Water Power Company), PacifiCorp and Colstrip Community
              Services Company; and

         (f)  Buy-Back Obligation under the Housing Buy-Back Policy described on
              Schedule 1.02(a)(vi) of the MPC Asset Purchase Agreement; and

3.       The real property located under or associated with Colstrip Unit 4.

PUGET ACQUISITIONS

Puget's right, title and interest in, to and under:

1.       The PSE Colstrip Interest (as defined in the Puget Asset Purchase
         Agreement); and


------------------------
* To be amended to reflect the exclusion of certain real property located
under or associated with Colstrip Unit 3 and Colstrip Unit 4 and the subdivision
of real property located under or associated with Colstrip Unit 3 and Colstrip
Unit 4 which will occur following the MPC Acquisitions.
<PAGE>   131
2.       The Assets and Properties (as defined in the Puget Asset Purchase
         Agreement) used or held for use principally in connection with the
         operation of the Colstrip Facilities (as defined in the Puget Asset
         Purchase Agreement), as more fully described in Section 1.01 of the
         Puget Asset Purchase Agreement, other than the following assets:

         (a)  Colstrip Townsite Services Agreement dated 1987 as amended by
              letter agreements extending its term through December 31, 1998,
              between MPC, Puget, Portland, Avista Corporation (as successor to
              The Washington Water Power Company), PacifiCorp and Colstrip
              Community Services Company;

         (b)  Raw Water Transportation Agreement dated January 12, 1989 between
              MPC, Puget, Portland, Avista Corporation (as successor to The
              Washington Water Power Company), PacifiCorp and Colstrip Community
              Services Company; and

         (c)  Buy-Back Obligation under the Housing Buy-Back Policy described on
              Schedule 1.02(a)(vi) of the Puget Asset Purchase Agreement.

PORTLAND ACQUISITIONS

Portland's right, title and interest in, to and under:

1.       The PGE Colstrip Interest (as defined in the Portland Asset Purchase
         Agreement); and

2.       The Assets and Properties (as defined in the Portland Asset Purchase
         Agreement) used or held for use principally in connection with the
         operation of the Colstrip Facilities (as defined in the Portland Asset
         Purchase Agreement), as more fully described in Section 1.01 of the
         Portland Asset Purchase Agreement, other than the following assets:

         (a)  Colstrip Townsite Services Agreement dated 1987 as amended by
              letter agreements extending its term through December 31, 1998,
              between MPC, Puget, Portland, Avista Corporation (as successor to
              The Washington Water Power Company), PacifiCorp and Colstrip
              Community Services Company; and

         (b)  Raw Water Transportation Agreement dated January 12, 1989 between
              MPC, Puget, Portland, Avista Corporation (as successor to The
              Washington Water Power Company), PacifiCorp and Colstrip Community
              Services Company.


                                       2
<PAGE>   132
                                                                   Schedule 2.01


                             Lenders and Commitments

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                           TRANCHE A               TRANCHE B
                                                    BRIDGE                 REVOLVING               REVOLVING
      LENDERS                                     COMMITMENT              COMMITMENT              COMMITMENT
----------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                     <C>
The Chase Manhattan Bank                         53,289,473.71           11,842,105.25           9,868,421.07
----------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston                       53,289,473.68           11,842,105.26           9,868,421.05
----------------------------------------------------------------------------------------------------------------
UBS AG, Stamford Branch                          53,289,473.68           11,842,105.26           9,868,421.05
----------------------------------------------------------------------------------------------------------------
Union Bank of California, N.A.                   45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
The Industrial Bank of Japan, Limited            45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Banc One, NA (main office-Chicago)               45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Westdeusche Landesbank Girozentrale,
New York Branch                                  45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Barclays Bank PLC                                45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Bank of Nova Scotia                              45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Bayerische Hypo-Und Vereinsbank AG, New
York Branch                                      45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Citibank, N.A.                                   45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Toronto Dominion (Texas), Inc.                   45,473,684.21           10,105,263.16           8,421,052.63
----------------------------------------------------------------------------------------------------------------
Natexia Banque                                   31,263,157.89            6,947,368.42           5,789,473.68
----------------------------------------------------------------------------------------------------------------
Compagnie Financiere de CIC et de
L'Union Europeenne                               24,868,421.05            5,526,315.79           4,605,263.16
----------------------------------------------------------------------------------------------------------------
PNC Financial Corporation                        24,868,421.05            5,526,315.79           4,605,263.16
----------------------------------------------------------------------------------------------------------------
Mellon Bank, N.A.                                24,868,421.05            5,526,315.79           4,605,263.16
----------------------------------------------------------------------------------------------------------------
TOTAL                                           675,000,000.00         150,000,0009.00         125,000,000.00
----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   133
                                  SCHEDULE 3.04

             ASSUMPTIONS FOR PRO FORMA CONSOLIDATED BALANCE SHEET*



The following assumptions were used in the preparation of the pro forma
consolidated balance sheet delivered pursuant to Section 3.04 of the Credit
Agreement, and not for the preparation of the pro forma financial statements
included in the Information Memorandum:

         1) Colstrip Unit 4 and Colstrip 4 Transmission Assets (as defined in
the MPC Asset Purchase Agreement) will not be acquired under any of the Asset
Purchase Agreements; and

         2) The Leased Assets will be Colstrip Unit 1, Colstrip Unit 2 and a 75%
interest in Colstrip Unit 3, the purchase price for such Leased Assets will be
$800,000,000 and the rent to be paid pursuant to the Lease Documents will be
based on such purchase price of $800,000,000.**

         3) Various assumptions in revenue and cost projections to reflect
Borrower's current expectations in such projections including the following:
Kerr headwater benefits, operating cost reserves, Kerr settlement costs and
general and administrative expenses.


------------------------------
* For the purposes of this schedule, "Colstrip Unit 1" shall mean Unit 1 of the
2,276 (gross) MW Colstrip coal-fired electric generating facility, "Colstrip
Unit 2" shall mean Unit 2 of the 2,276 (gross) MW Colstrip coal-fired electric
generating facility, and "Colstrip Unit 3" shall mean Unit 3 of the 2,276
(gross) MW Colstrip coal-fired electric generating facility.

** The assumption used in the preparation of the pro forma financial
statements included in the Information Memorandum was that the Leased Assets
will be Colstrip Unit 1, Colstrip Unit 2, a 45% interest in Colstrip Unit 3 and
a 45% interest in Colstrip Unit 4, the purchase price for such Leased Assets
will be $875,000,000 and the rent to be paid pursuant to the Lease Documents
will be based on such purchase price of $875,000,000.
<PAGE>   134
                                  SCHEDULE 3.05

                                 REAL PROPERTY*



AS OF THE SIGNING DATE

         Location                            Owned or Leased

1.       303 North Broadway                  Office space leased by Borrower
         Suite 400
         Billings, Montana 59101

2.       45 Basin Creek Road                 Owned
         Butte, Montana 59701

AS OF THE DATE OF THE MPC ACQUISITIONS**

1.       Real property owned, directly or indirectly, by Borrower

         (a)      The real property listed on Schedule 1.01(a)(i) to the MPC
                  Asset Purchase Agreement.

         (b)      The real property leased by MPC, as lessor and listed on
                  Schedule 1.01(a)(ii)(A) to the MPC Asset Purchase Agreement.

2.       Real property leased, directly or indirectly, by Borrower

         (a)      The real property subleased by MPC, as sublessor and listed on
                  Schedule 1.01(a)(ii)(A) to the MPC Asset Purchase Agreement.

         (b)      The real property listed on Schedule 1.01(a)(ii)(B) to the MPC
                  Asset Purchase Agreement.


--------------------------------------
* The legal descriptions of the real property in Schedule 1.01 to each
Asset Purchase Agreement are being modified to clarify the legal descriptions
and the division between the generating facilities and the transmission
facilities, as such is contemplated under such Asset Purchase Agreement.

For the purposes of this schedule, "Colstrip Unit 1" shall mean Unit 1 of the
2,276 (gross) MW Colstrip coal- fired electric generating facility, "Colstrip
Unit 2" shall mean Unit 2 of the 2,276 (gross) MW Colstrip coal- fired electric
generating facility, and "Colstrip Unit 3" shall mean Unit 3 of the 2,276
(gross) MW Colstrip coal- fired electric generating facility.

** To be amended to reflect the exclusion of certain real property
located under or associated with Colstrip Unit 3 and Colstrip Unit 4 and the
subdivision of real property located under or associated with Colstrip Unit 3
and Colstrip Unit 4 which will occur following the MPC Acquisitions.
<PAGE>   135
3.       Borrower's percentage interest in certain real property

         To the extent any real property referred to in items 1 and 2 above is
         related to Colstrip Unit 1, Colstrip Unit 2, Colstrip Unit 3 or
         Colstrip Unit 4 (and, in each case, the related undivided interests of
         MPC in the Common Facilities), the fee interest and the leasehold
         interest, as applicable, of Borrower in such real property will be 50%,
         50%, 30% and 30%, respectively.



AS OF THE DATE OF THE PUGET ACQUISITIONS

1.       Real property owned, directly or indirectly, by PP&L Colstrip I, LLC

         (a)      The real property listed on Schedule 1.01(a)(i) to the Puget
                  Asset Purchase Agreement.

         (b)      The real property leased by Puget, as lessor and listed on
                  Schedule 1.01(a)(ii)(A) to the Puget Asset Purchase Agreement.

2.       Real property leased, directly or indirectly, by PP&L Colstrip I, LLC

         (a)      The real property subleased by Puget, as sublessor and listed
                  on Schedule 1.01(a)(ii)(A) to the Puget Asset Purchase
                  Agreement.

         (b)      The real property listed on Schedule 1.01(a)(ii)(B) to the
                  Puget Asset Purchase Agreement.

3.       PP&L Colstrip I, LLC's percentage interest in certain real property

         To the extent any real property referred to in items 1 and 2 above is
         related to Colstrip Unit 1, Colstrip Unit 2, Colstrip Unit 3 or
         Colstrip Unit 4 (and, in each case, the related undivided interests of
         Puget in the Common Facilities), the fee interest and the leasehold
         interest, as applicable, of PP&L Colstrip I, LLC in such real property
         will be 50%, 50%, 25% and 25%, respectively.


                                       2
<PAGE>   136
AS OF THE DATE OF THE PORTLAND ACQUISITIONS

1.       Real property owned, directly or indirectly, by PP&L Colstrip II, LLC

         (a)      The real property listed on Schedule 1.01(a)(i) to the
                  Portland Asset Purchase Agreement.

         (b)      The real property leased by Portland, as lessor and listed on
                  Schedule 1.01(a)(ii)(A) to the Portland Asset Purchase
                  Agreement.

2.       Real property leased, directly or indirectly, by PP&L Colstrip II, LLC

         (a)      The real property subleased by Portland, as sublessor and
                  listed on Schedule 1.01(a)(ii)(A) to the Portland Asset
                  Purchase Agreement

         (b)      The real property listed on Schedule 1.01(a)(ii)(B) to the
                  Portland Asset Purchase Agreement.

3.       PP&L Colstrip II, LLC's percentage interest in certain real property

         To the extent any real property referred to in items 1 and 2 above is
         related to Colstrip Unit 3 or Colstrip Unit 4 (and, in each case, the
         related undivided interests of Portland in the Common Facilities), the
         fee interest and the leasehold interest, as applicable, of PP&L
         Colstrip II, LLC in such real property will be 20% and 20%,
         respectively.


                                       3
<PAGE>   137
                                  SCHEDULE 3.06

                                DISCLOSED MATTERS



AS OF THE SIGNING DATE

None


AS OF THE DATE OF THE MPC ACQUISITIONS

Please see Schedules II, 2.07 (Legal Proceedings), 2.14(a) (Violations of
Licenses and Permits) and 2.17 (Environmental Matters) to the MPC Asset Purchase
Agreement.


AS OF THE DATE OF THE PUGET ACQUISITIONS

Please see Schedules I, 2.07 (Legal Proceedings), 2.13(a) (Violations of
Licenses and Permits) and 2.15 (Environmental Matters) to the Puget Asset
Purchase Agreement.


AS OF THE DATE OF THE PORTLAND ACQUISITIONS

Please see Schedules I, 2.07 (Legal Proceedings), 2.13(a) (Violations of
Licenses and Permits) and 2.15 (Environmental Matters) to the Portland Asset
Purchase Agreement.
<PAGE>   138
                                  SCHEDULE 3.12

                                  SUBSIDIARIES



<TABLE>
<CAPTION>
SUBSIDIARY OF BORROWER                               OWNERSHIP INTEREST
<S>                                                  <C>
PP&L Colstrip I, LLC                                       100%

PP&L Colstrip II, LLC                                      100%

PP&L Colstrip III, LLC*                                    100%
</TABLE>

--------------------------------
* To be dissolved
<PAGE>   139
                                  SCHEDULE 3.13

                                    INSURANCE



The following is a summary of the critical insurance coverages under the
insurance policy to be obtained by the Borrower. The insurance coverage will be
in place for each of the Borrower, PP&L Colstrip I, LLC and PP&L Colstrip II,
LLC upon the consummation of the MPC Acquisitions, Puget Acquisitions and
Portland Acquisitions, respectively.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

           TYPE OF COVERAGE                      MINIMUM REQUIRED AMOUNT OF COVERAGE                    MAXIMUM ALLOWED DEDUCTIBLE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                           <C>
Physical Damage Insurance applicable            100% of the replacement value of the          $1,000,000 per occurrence
to the Montana Assets acquired                  Montana Assets acquired
------------------------------------------------------------------------------------------------------------------------------------
Business Interruption                           100% of the annual fixed expenses             45 days per occurrence
insurance covering loss of                      and debt service attributable to the
income due to physical                          acquired undivided interest in the
damage to the Colstrip plant                    Colstrip plant and in the Corette
or the Corette plant                            plant
------------------------------------------------------------------------------------------------------------------------------------
Public Liability (excluding                     $35,000,000 per occurrence                    $2,000,000 per occurrence
environmental) arising out of the
operations of each company
------------------------------------------------------------------------------------------------------------------------------------
Environmental Liability                         $35,000,000                                   $2,000,000
------------------------------------------------------------------------------------------------------------------------------------
Automobile Liability                            $35,000,000                                   $250,000 per occurrence
------------------------------------------------------------------------------------------------------------------------------------
Employment Practices Liability                  $35,000,000                                   $1,000,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   140
                                  SCHEDULE 4.01

                              SEARCH JURISDICTIONS



Montana

Secretary of State
Yellowstone County


Virginia

Secretary of State
Fairfax County


Pennsylvania

Secretary of State
Lehigh County, Prothonotary
Lehigh County, Recorder of Deeds (fixture filings only)
<PAGE>   141
                                SCHEDULE 4.02(p)

                             GOVERNMENTAL APPROVALS

So long as no applicable intervention has occurred which could reasonably be
expected to lead to an adverse determination upon rehearing, appeal or other
post-decision procedure, the applicable waiting periods and appeal periods with
respect to the following consents and approvals required to be obtained from any
Governmental Authority may not have expired as of the Initial Funding Date or a
Subsequent Funding Date (although the approvals shall have been obtained):

1.       FERC approval of Supplemental Information and Requests under Sections
         203 and 205 of the Federal Power Act in Docket No. EC99-36-000 and
         ER99-1799-000 filed by Borrower and MPC relating to:

             (a)  the BPA Peak/Energy Exchange, which is Exhibit L to Power
                  Sales Agreement DE-MS79-81BP90427, dated as of August 27,
                  1982, as amended by revisions effective June 30, 1985 and
                  April 14, 1997 between MPC and the United States of America,
                  Department of Energy, acting by and through the Bonneville
                  Power Administration;

             (b)  the Exchange Agreement, dated August 18, 1993, between MPC and
                  Idaho Power Company; and

             (c)  the 1997 Pacific Northwest Coordination Agreement, dated as of
                  June 18, 1997, by and among the United States of America
                  acting by and through the Bonneville Power Administrator of
                  the Department of Energy, the Division Engineer, Northwest
                  Division, Corps of Engineers, Department of the Army, and the
                  Regional Director, Bureau of Reclamation, Pacific Northwest
                  Region, Department of the Interior, the United States entity
                  designated pursuant to Article XIV of the "Treaty between
                  Canada and the United States of America Relating to the
                  Cooperative Development of the Water Resources of the Columbia
                  River Basin," the City of Eugene, Oregon, the City of Seattle,
                  Washington, the City of Tacoma, Washington, Public Utility
                  District No. 2 of Grant County, Washington, Public Utility
                  District No. 1 of Chelan County, Washington, Public Utility
                  District No. 1 of Pend Oreille County, Washington, Public
                  Utility District No. 1 of Douglas County, Washington, Public
                  Utility District No. 1 of Cowlitz County, Washington, Puget,
                  Portland, PacifiCorp, Avista Corporation (as successor to The
                  Washington Water Power Company), MPC and The Colockum
                  Transmission Company, Inc.; and

             (d)  deletions and additions to Borrower's rate schedule
                  designations and related matters;

2.       FERC approval of Joint Application for Amendment of Licenses and
         Request for Expedited Treatment (Project Nos. 1869, 2188 and 2301)
         filed by Borrower and MPC pursuant to Section 4.201 of the FERC's
         regulations; and
<PAGE>   142
3.       Open Access Transmission Tariffs to be filed or filed, as the case may
         be, with FERC by Borrower or any of its Subsidiaries relating to the
         interests in the Colstrip Transmission System which may be acquired or
         have been acquired, as the case may be, by Borrower or any of its
         Subsidiaries, to the extent necessary or desirable in light of the
         orders of FERC granting Exempt Wholesale Generator status to Borrower
         and its Subsidiaries.


                                       2
<PAGE>   143
                                SCHEDULE 6.02(a)

                                      LIENS



AS OF THE SIGNING DATE

None


AS OF THE DATE OF THE MPC ACQUISITIONS

The liens described in Schedule 2.11 (Tangible Personal Property Liens) to the
MPC Asset Purchase Agreement and Permitted Liens (as defined in the MPC Asset
Purchase Agreement).


AS OF THE DATE OF THE PUGET ACQUISITIONS

Permitted Liens (as defined in the Puget Asset Purchase Agreement).


AS OF THE DATE OF THE PORTLAND ACQUISITIONS

Permitted Liens (as defined in the Portland Asset Purchase Agreement).