<PAGE>   1
                                                                  Exhibit 10.9.2
                                                                  [5/30/01]





                                  $500,000,000

                                     FORM OF
                                    FIVE-YEAR
                                CREDIT AGREEMENT


                            dated as of May 30, 2001


                                      among


                           New Rockwell Collins, Inc.
                     (to be renamed Rockwell Collins, Inc.),

                             The Banks Listed Herein


                                       and


                            The Chase Manhattan Bank,
                                    as Agent






                          J.P. Morgan Securities Inc.,
                        Sole Lead Arranger and Bookrunner
<PAGE>   2
                                TABLE OF CONTENTS

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                                    ARTICLE 1
                                   DEFINITIONS

           SECTION 1.01.  Definitions.........................................................     1
           SECTION 1.02.  Accounting Terms and Determinations.................................    11
           SECTION 1.03.  Types of Borrowings.................................................    11


                                    ARTICLE 2
                                   THE CREDITS

           SECTION 2.01.  Commitments to Lend.................................................    11
           SECTION 2.02.  Notice of Committed Borrowing.......................................    12
           SECTION 2.03.  Competitive Bid Borrowings..........................................    12
           SECTION 2.04.  Notice to Banks; Funding of Loans...................................    15
           SECTION 2.05.  Notes...............................................................    16
           SECTION 2.06.  Maturity of Loans...................................................    17
           SECTION 2.07.  Interest Rates......................................................    17
           SECTION 2.08.  Method of Electing Interest Rates...................................    19
           SECTION 2.09.  Facility Fee........................................................    20
           SECTION 2.10.  Optional Termination or Reduction of Commitments....................    20
           SECTION 2.11.  Scheduled Termination of Commitments................................    21
           SECTION 2.12.  Optional Prepayments................................................    21
           SECTION 2.13.  General Provisions as to Payments...................................    21
           SECTION 2.14.  Funding Losses......................................................    22
           SECTION 2.15.  Computation of Interest and Fees....................................    22
           SECTION 2.16.  Regulation D Compensation...........................................    22
           SECTION 2.17.  Commitment Increase; Additional Banks...............................    23

                                    ARTICLE 3
                                   CONDITIONS

           SECTION 3.01.  Effectiveness.......................................................    24
           SECTION 3.02.  Borrowings..........................................................    24


                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

           SECTION 4.01.  Corporate Existence and Power.......................................    25
           SECTION 4.02.  Corporate and Governmental Authorization; No Contravention..........    25
           SECTION 4.03.  Binding Effect......................................................    25
           SECTION 4.04.  Financial Information...............................................    26
</TABLE>
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<TABLE>
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                                                                                                PAGE
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           SECTION 4.05.  Litigation..........................................................   26
           SECTION 4.06.  Environmental Matters...............................................   26


                                    ARTICLE 5
                                    COVENANTS

           SECTION 5.01.  Information.........................................................   27
           SECTION 5.02.  Maintenance of Existence............................................   27
           SECTION 5.03.  Compliance with Laws................................................   27
           SECTION 5.04.  Use of Proceeds.....................................................   28
           SECTION 5.05.  Debt to Capitalization..............................................   28
           SECTION 5.06.  Mergers, Consolidations and Sales of Assets.........................   28
           SECTION 5.07.  Limitations on Liens................................................   29
           SECTION 5.08.  Limitations on Sale and Lease-Back..................................   31
           SECTION 5.09.  Limitations on Change in Subsidiary Status..........................   32


                                    ARTICLE 6
                                    DEFAULTS

           SECTION 6.01.  Events of Default...................................................   33
           SECTION 6.02.  Notice of Default...................................................   34


                                    ARTICLE 7
                                    THE AGENT

           SECTION 7.01.  Appointment and Authorization.......................................   34
           SECTION 7.02.  Agent and Affiliates................................................   34
           SECTION 7.03.  Action by Agent.....................................................   35
           SECTION 7.04.  Consultation with Experts...........................................   35
           SECTION 7.05.  Liability of Agent..................................................   35
           SECTION 7.06.  Indemnification.....................................................   35
           SECTION 7.07.  Credit Decision.....................................................   35
           SECTION 7.08.  Successor Agent.....................................................   36
           SECTION 7.09.  Agent's Fee.........................................................   36


                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

           SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair............   36
           SECTION 8.02.  Illegality..........................................................   37
           SECTION 8.03.  Increased Cost and Reduced Return...................................   37
           SECTION 8.04.  Taxes...............................................................   39
           SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans...........   40
</TABLE>
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<TABLE>
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                                    ARTICLE 9
                                  MISCELLANEOUS

           SECTION 9.01.  Notices.............................................................  41
           SECTION 9.02.  No Waivers..........................................................  41
           SECTION 9.03.  Expenses; Indemnification...........................................  41
           SECTION 9.04.  Sharing of Set-offs.................................................  42
           SECTION 9.05.  Amendments and Waivers..............................................  42
           SECTION 9.06.  Successors and Assigns..............................................  42
           SECTION 9.07.  Designated Lenders..................................................  44
           SECTION 9.08.  Collateral..........................................................  45
           SECTION 9.09.  Governing Law; Submission to Jurisdiction...........................  45
           SECTION 9.10.  Counterparts; Integration...........................................  46
           SECTION 9.11.  Waiver of Jury Trial................................................  46
</TABLE>

           Pricing Schedule

           Exhibit A -   Note
           Exhibit B -   Competitive Bid Quote Request
           Exhibit C -   Invitation for Competitive Bid Quotes
           Exhibit D -   Competitive Bid Quote
           Exhibit E -   Opinion of General Counsel of the Company
           Exhibit F -   Opinion of Special Counsel for the Agent
           Exhibit G -   Assignment and Assumption Agreement
           Exhibit H -   Designation Agreement
<PAGE>   5
                                    FIVE-YEAR
                                CREDIT AGREEMENT


         AGREEMENT dated as of May 30, 2001 among NEW ROCKWELL COLLINS, INC. (to
be renamed Rockwell Collins, Inc.), the BANKS listed on the signature pages
hereof and THE CHASE MANHATTAN BANK, as Agent.

         The parties hereto agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS


         SECTION 1.01. Definitions. The following terms, as used herein, have
the following meanings:

         "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Absolute Rates pursuant to Section 2.03.

         "ADDITIONAL BANK" means any financial institution that becomes a Bank
for purposes hereof in connection with an increase in the aggregate amount of
the Commitments pursuant to Section 2.17.

         "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent (with a copy to the Company) duly completed by such Bank.

         "AGENT" means The Chase Manhattan Bank in its capacity as agent for the
Banks hereunder, and its successors in such capacity.

         "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Competitive Bid Loans, its Competitive Bid Lending Office.

         "APPROVED FUND" means any Fund that is administered or managed by (i) a
Bank, (ii) an affiliate of a Bank or (iii) an entity or an affiliate of an
entity that administers or manages a Bank.

         "ASSIGNEE" has the meaning set forth in Section 9.06(c).

         "BANK" means each bank listed on the signature pages hereof, each
Additional Bank, each Assignee which becomes a Bank pursuant to Section 9.06(c),
and their respective successors.


                                       1
<PAGE>   6
         "BASE RATE" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

         "BASE RATE LOAN" means a Committed Loan that bears interest at the Base
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or Article 8.

         "BORROWING" has the meaning set forth in Section 1.03.

         "COMMISSION" means the Securities and Exchange Commission, or any
successor to its duties under the Securities Exchange Act of 1934.

         "COMMITMENT" means (i) with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof, (ii) with respect
to each Additional Bank which becomes a Bank pursuant to Section 2.17, the
amount of the Commitment thereby assumed by it or (iii) with respect to any
Assignee, the amount of the transferor Bank's Commitment assigned to such
Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced
from time to time pursuant to Section 2.10, increased from time to time pursuant
to Section 2.17 or changed as a result of an assignment pursuant to Section
9.06(c).

         "COMMITTED LOAN" means a loan made by a Bank pursuant to Section
2.01(a); provided that, if any such loan or loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Interest Rate Election, the term
"Committed Loan" shall refer to the combined principal amount resulting from
such combination or to each of the separate principal amounts resulting from
such subdivision, as the case may be.

         "COMPANY" means New Rockwell Collins, Inc. (to be renamed Rockwell
Collins, Inc.), a Delaware corporation incorporated in March 2001, and its
successors.

         "COMPANY'S INFORMATION STATEMENT" means the Information Statement on
Form 10, as filed by the Company with the SEC on April 12, 2001 in connection
with the Contribution and the Distribution.

         "COMPETITIVE BID ABSOLUTE RATE" has the meaning set forth in Section
2.03(d).

         "COMPETITIVE BID ABSOLUTE RATE LOAN" means a loan made or to be made by
a Bank pursuant to an Absolute Rate Auction.

         "COMPETITIVE BID LENDING OFFICE" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Competitive Bid Lending Office by notice to the
Company and the Agent; provided that any Bank may from time to time by notice to
the Company and the Agent designate separate Competitive Bid Lending


                                       2
<PAGE>   7
Offices for its Competitive Bid LIBOR Loans, on the one hand, and its
Competitive Bid Absolute Rate Loans, on the other hand, in which case all
references herein to the Competitive Bid Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

         "COMPETITIVE BID LIBOR LOAN" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate pursuant to Section 8.01(a)).

         "COMPETITIVE BID LOAN" means a Competitive Bid LIBOR Loan or a
Competitive Bid Absolute Rate Loan.

         "COMPETITIVE BID MARGIN" has the meaning set forth in Section 2.03(d).

         "COMPETITIVE BID QUOTE" means an offer by a Bank to make a Competitive
Bid Loan in accordance with Section 2.03.

         "CONSOLIDATED DEBT" means, at any date, the Debt of the Company and its
Restricted Subsidiaries, as consolidated and determined as of such date in
accordance with GAAP.

         "CONSOLIDATED FUNDED DEBT" means, at any date, the Funded Debt of the
Company and its Restricted Subsidiaries, as consolidated and determined as of
such date in accordance with GAAP.

         "CONSOLIDATED SUBSIDIARY" means, as to any Person, at any date any
Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date.

         "CONTRIBUTION" means the contribution by Rockwell International of
Rockwell Collins to the Company, as more fully described in the Company's
Information Statement.

         "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with GAAP, (v) all non-contingent obligations of such Person to
reimburse any bank or other Person in respect of amounts paid under a letter of
credit or similar instrument, (vi) all Debt secured by a Lien on any asset of
such Person, whether or not such Debt is otherwise an obligation of such Person,
and (vii) all Guarantees by such Person of Debt of another Person (each such
Guarantee to constitute Debt in an amount equal to the amount of such other
Person's Debt Guaranteed thereby).


                                       3
<PAGE>   8
         "DEFAULT" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "DESIGNATED LENDER" means, with respect to any Designating Lender, an
Eligible Designee designated by it pursuant to Section 9.07(a) as a Designated
Lender for purposes of this Agreement.

         "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Bank that designated such Designated Lender pursuant to Section 9.07(a).

         "DISTRIBUTION" means the pro rata distribution of all the issued and
outstanding shares of common stock of the Company to the shareowners of Rockwell
International, as described in the Company's Information Statement.

         "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close.

         "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Company and the Agent.

         "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 3.01.

         "ELIGIBLE DESIGNEE" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the equivalent thereof by Moody's.

         "ENVIRONMENTAL LAWS" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
the environment or the effect of the environment on human health or to
emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment, including (without limitation)
ambient air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.


                                       4
<PAGE>   9
         "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

         "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Agent.

         "EURO-DOLLAR LOAN" means a Committed Loan that bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election.

         "EURO-DOLLAR MARGIN" has the meaning set forth in Section 2.07(b).

         "EURO-DOLLAR RATE" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of the London Interbank Offered Rate.

         "EURO-DOLLAR REFERENCE BANKS" means the principal London offices of The
Chase Manhattan Bank, Bank of America, N.A. and Citibank, N.A., and "Euro-Dollar
Reference Bank" means any of the foregoing.

         "EURO-DOLLAR RESERVE PERCENTAGE" has the meaning set forth in Section
2.16.

         "EVENTS OF DEFAULT" has the meaning set forth in Section 6.01.

         "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to The Chase Manhattan Bank on such day on
such transactions as determined by the Agent.

         "FIXED RATE LOANS" means Euro-Dollar Loans or Competitive Bid Loans
(excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.

         "FUND" means any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


                                       5
<PAGE>   10
         "FUNDED DEBT" of any Person means, at any date of computation, all
indebtedness for borrowed money of such Person which by its terms matures more
than 12 months after such date or which is extendible or renewable at the option
of such Person to a time more than 12 months after such date; provided, however,
that (i) Funded Debt shall include all obligations in respect of lease rentals
which under GAAP appear on a balance sheet of such Person as a liability item
other than a current liability, (ii) in the case of the Company, Funded Debt
shall not include Subordinated Debt and (iii) outstanding preferred stock of a
Restricted Subsidiary that is not owned by the Company or a Wholly-Owned
Restricted Subsidiary shall be deemed to constitute a principal amount of Funded
Debt equal to the par value or involuntary liquidation value, whichever amount
is higher, of such preferred stock.

         "GAAP" means generally accepted accounting principles as in effect from
time to time, applied on a basis consistent (except for changes concurred in by
the Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Banks.

         "GROUP OF LOANS" means, at any time, a group of Loans consisting of (i)
all Committed Loans which are Base Rate Loans at such time or (ii) all Euro-
Dollar Loans having the same Interest Period at such time; provided that, if a
Committed Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Article 8, such Loan shall be included in the same Group or
Groups of Loans from time to time as it would have been in if it had not been so
converted or made.

         "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person; provided that the term "GUARANTEE" shall not include endorsements
for collection or deposit in the ordinary course of business. The term
"GUARANTEE" used as a verb has a corresponding meaning.

         "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives and
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

         "INDEMNITEE" has the meaning set forth in Section 9.03(b).

         "INTEREST PERIOD" means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in an applicable Notice of Interest Rate
Election and ending one, two, three or six months thereafter, as the Company may
elect in such notice; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business



                                       6
<PAGE>   11
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day; and

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

         (2) with respect to each Competitive Bid LIBOR Borrowing, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such whole number of months thereafter as the Company may
elect in accordance with Section 2.03; provided that:

                  (a) any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest Period
         shall end on the next preceding Euro-Dollar Business Day; and

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

         (3) with respect to each Competitive Bid Absolute Rate Borrowing, the
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 7 days)
as the Company may elect in accordance with Section 2.03; provided that any
Interest Period which would otherwise end on a day which is not a Euro-Dollar
Business Day shall be extended to the next succeeding Euro-Dollar Business Day;

provided further that no Interest Period applicable to any Loan may end after
the Termination Date.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

         "LIBOR AUCTION" means a solicitation of Competitive Bid Quotes setting
forth Competitive Bid Margins based on the London Interbank Offered Rate
pursuant to Section 2.03.

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has substantially the same practical effect as a
security interest, in respect of such asset. For purposes hereof, the Company or
any Subsidiary shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any


                                       7
<PAGE>   12
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

         "LOAN" means a Committed Loan or a Competitive Bid Loan and "LOANS"
means Committed Loans or Competitive Bid Loans or any combination of the
foregoing.

         "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.07(b).

         "MATERIAL DEBT" means a Single Issue (other than the Notes) of the
Company and/or one or more of its Subsidiaries in a principal amount exceeding
$50,000,000.

         "NOTES" means promissory notes of the Company, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Company to repay the
Loans, and "NOTE" means any one of such promissory notes issued hereunder.

         "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Competitive Bid Borrowing (as defined in Section
2.03(f)).

         "NOTICE OF INTEREST RATE ELECTION" has the meaning specified in Section
2.09.

         "PARENT" means, with respect to any Bank, any Person controlling such
Bank.

         "PARTICIPANT" has the meaning set forth in Section 9.06(b).

         "PERSON" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

         "PRICING SCHEDULE" means the Schedule attached hereto identified as
such.

         "PRIME RATE" means the rate of interest publicly announced by The Chase
Manhattan Bank from time to time as its Prime Rate.

         "PRINCIPAL PROPERTY" means any real property (including buildings and
other improvements) of the Company or any Restricted Subsidiary whether
currently owned or hereafter acquired (other than any property hereafter
acquired for the control or abatement of atmospheric pollutants or contaminants
or water, noise, odor or other pollution, or for purposes of developing a
cogeneration facility or a small power production facility as such terms are
defined in the Public Utility Regulatory Policies Act of 1978, as amended) which
(i) has, at any date of determination, a book value in excess of 5% of
Shareowners' Equity and (ii) in the opinion of the board of directors of the
Company (or any duly


                                       8
<PAGE>   13
authorized committee thereof) is of material importance to the total business
conducted by the Company and its Restricted Subsidiaries as a whole.

         "QUARTERLY PAYMENT DATES" means each March 31, June 30, September 30
and December 31.

         "REGULATION T, U OR X" means Regulation T, U or X of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

         "REQUIRED BANKS" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding more than 50% of the aggregate unpaid principal amount of
the Loans.

         "RESTRICTED SUBSIDIARY"" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

         "REVOLVING CREDIT PERIOD" means the period from and including the
Effective Date to but excluding the Termination Date.

         "ROCKWELL COLLINS" means the avionics and communications business and
certain other assets and liabilities of Rockwell International.

         "ROCKWELL INTERNATIONAL" means Rockwell International Corporation, a
Delaware corporation.

         "SEC" means the Securities and Exchange Commission.

         "SECURED DEBT" means indebtedness for borrowed money of the Company or
a Restricted Subsidiary (other than indebtedness owed by a Restricted Subsidiary
to the Company, by a Restricted Subsidiary to another Restricted Subsidiary or
by the Company to a Restricted Subsidiary), which is secured by (a) a mortgage
or other lien on any Principal Property of the Company or a Restricted
Subsidiary or (b) a pledge, lien or other security interest on any shares of
stock or indebtedness of a Restricted Subsidiary. The amount of Secured Debt at
any time outstanding shall be the amount then owing thereon by the Company or a
Restricted Subsidiary.

         "SHAREOWNERS' EQUITY" means, at any date of computation, the aggregate
of capital stock, capital surplus and earned surplus, after deducting the cost
of shares of capital stock of the Company held in its treasury, of the Company
and its Restricted Subsidiaries, as consolidated and determined in accordance
with GAAP.

         "SALE AND LEASE-BACK TRANSACTION" has the meaning specified in Section
5.08.

         "SINGLE ISSUE" means indebtedness for borrowed money arising in a
single transaction or a series of related transactions. Indebtedness issued in
discrete


                                       9
<PAGE>   14
offerings but governed by a single shelf indenture shall not be aggregated as a
Single Issue, but indebtedness owing to multiple lenders under parallel
agreements comprising a single private placement and indebtedness arising from
multiple takedowns under a single or a series of related commitments from one or
more lenders shall be so aggregated.

         "SUBORDINATED DEBT" means any unsecured Debt of the Company which: (1)
has a final maturity subsequent to the Termination Date; (2) does not provide
for mandatory payment or retirement prior to said date, whether by means of
serial maturities or sinking fund or other analogous provisions or plan, fixed
or contingent, requiring, or which on the happening of a contingency may
require, the payment or retirement of such Debt in amounts which as of any
particular time would aggregate more than such portion of the original principal
amount thereof as is obtained by multiplying such original principal amount by a
fraction the numerator of which shall be the number of months elapsed from the
date of creation of such Debt to such time and the denominator of which shall be
the number of months from the date of creation thereof to the final maturity
thereof; and (3) is expressly made subordinate and junior in right of payment to
the Loans and such other Debt of the Company (except other Subordinated Debt) as
may be specified in the instruments evidencing the Subordinated Debt or the
indenture or other similar instrument under which it is issued (which indenture
or other instrument shall be binding on all holders of such Subordinated Debt).

         "SUBSIDIARY" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "SUBSIDIARY" means a Subsidiary of the Company.

         "TERMINATION DATE" means May 30, 2006, or, if such day is not a Euro-
Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "TOTAL CAPITALIZATION" means, at any date, the sum (without
duplication) of (i) Consolidated Debt as of such date and (ii) all preferred
stock of the Company and its Restricted Subsidiaries and the consolidated
shareowners' equity of the Company and its Restricted Subsidiaries as of the
date of the Company's most recent financial statements referred to in Section
4.04 or delivered pursuant to Section 5.01.

         "UNITED STATES" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

         "UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary which, in accordance
with the provisions of this Agreement, has been designated by the Company as an
Unrestricted Subsidiary after the Effective Date, unless and until such
Subsidiary shall, in accordance with the provisions of this Agreement, be
designated by the Company as a Restricted Subsidiary; and (b) any corporation of
which any one or more Unrestricted Subsidiaries directly or indirectly own
outstanding shares of capital stock having voting power sufficient to elect,
under


                                       10
<PAGE>   15
ordinary circumstances (not dependent upon the happening of a contingency), a
majority of the directors.

         "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means a Restricted Subsidiary all
of the outstanding capital stock of which, other than directors' qualifying
shares, and all of the Funded Debt of which, shall at the time be owned by the
Company or by one or more Wholly-Owned Restricted Subsidiaries, or by the
Company in conjunction with one or more Wholly-Owned Restricted Subsidiaries.

         SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP.

         SECTION 1.03. Types of Borrowings. The term "BORROWING" denotes the
aggregation of Loans of one or more Banks to be made to the Company pursuant to
Article 2 on a single date, all of which Loans are of the same type (subject to
Article 8) and, except in the case of Base Rate Loans, have the same initial
Interest Period. Borrowings are classified for purposes of this Agreement either
by reference to the pricing of Loans comprising such Borrowing (e.g., a
"EURO-DOLLAR BORROWING" is a Borrowing comprised of Euro-Dollar Loans) or by
reference to the provisions of Article 2 under which participation therein is
determined (i.e., a "COMMITTED BORROWING" is a Borrowing under Section 2.01 in
which all Banks participate in proportion to their Commitments, while a
"COMPETITIVE BID BORROWING" is a Borrowing under Section 2.03 in which the Bank
participants are determined on the basis of their bids in accordance therewith).



                                    ARTICLE 2

                                   THE CREDITS


         SECTION 2.01. Commitments to Lend. (a) During the Revolving Credit
Period each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Company pursuant to this Section from time to
time in amounts such that the aggregate principal amount of Committed Loans by
such Bank at any one time outstanding shall not exceed the amount of its
Commitment. Within the foregoing limits, the Company may borrow under this
Section 2.01(a), repay, or to the extent permitted by Section 2.12, prepay Loans
and reborrow at any time during the Revolving Credit Period under this Section
2.01(a).

         (b) Each Borrowing under this Section 2.01 shall be in an aggregate
principal amount of $25,000,000 or any larger multiple of $1,000,000 (except
that any such Borrowing may be in the aggregate amount available in accordance


                                       11
<PAGE>   16
with Section 3.02(b)) and shall be made from the several Banks ratably in
proportion to their respective Commitments.

         SECTION 2.02. Notice of Committed Borrowing. The Company shall give the
Agent notice (a "NOTICE OF COMMITTED BORROWING") not later than 10:30 A.M. (New
York City time) on (x) the date of each Base Rate Borrowing and (y) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

         (a) the date of such Borrowing, which shall be a Domestic Business Day
in the case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case
of a Euro-Dollar Borrowing,

         (b) the aggregate amount of such Borrowing,

         (c) whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate or a Euro-Dollar Rate, and

         (d) in the case of a Euro-Dollar Borrowing, the duration of the initial
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period.

         SECTION 2.03. Competitive Bid Borrowings. (a) The Competitive Bid
Option. In addition to Committed Borrowings pursuant to Section 2.01, the
Company may, as set forth in this Section, request the Banks during the
Revolving Credit Period to make offers to make Competitive Bid Loans to the
Company. The Banks may, but shall have no obligation to, make such offers and
the Company may, but shall have no obligation to, accept any such offers in the
manner set forth in this Section.

         (b) Competitive Bid Quote Request. When the Company wishes to request
offers to make Competitive Bid Loans under this Section, it shall transmit to
the Agent by telex or facsimile transmission a Competitive Bid Quote Request
substantially in the form of Exhibit B hereto so as to be received no later than
10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior
to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y)
the Domestic Business Day next preceding the date of Borrowing proposed therein,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Company and the Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Competitive Bid Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective) specifying:

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                  (ii) the aggregate amount of such Borrowing, which shall be
         $25,000,000 or a larger multiple of $1,000,000,


                                       12
<PAGE>   17
                  (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                  (iv) whether the Competitive Bid Quotes requested are to set
         forth a Competitive Bid Margin or a Competitive Bid Absolute Rate.

The Company may request offers to make Competitive Bid Loans for more than one
Interest Period in a single Competitive Bid Quote Request. No Competitive Bid
Quote Request shall be given within five Euro-Dollar Business Days (or such
other number of days as the Company and the Agent may agree) of any other
Competitive Bid Quote Request.

         (c) Invitation for Competitive Bid Quotes. Promptly upon receipt of a
Competitive Bid Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Competitive Bid Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Company to each Bank to submit Competitive Bid Quotes offering to make the
Competitive Bid Loans to which such Competitive Bid Quote Request relates in
accordance with this Section.

         (d) Submission and Contents of Competitive Bid Quotes. (i) Each Bank
may submit a Competitive Bid Quote containing an offer or offers to make
Competitive Bid Loans in response to any Invitation for Competitive Bid Quotes.
Each Competitive Bid Quote must comply with the requirements of this subsection
(d) and must be submitted to the Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.01 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New
York City time) on the proposed date of Borrowing, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Company and the
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Competitive Bid Quote Request for the first LIBOR Auction
or Absolute Rate Auction for which such change is to be effective); provided
that Competitive Bid Quotes submitted by the Agent (or any affiliate of the
Agent) in the capacity of a Bank may be submitted, and may only be submitted, if
the Agent or such affiliate notifies the Company of the terms of the offer or
offers contained therein not later than (x) one hour prior to the deadline for
the other Banks, in the case of a LIBOR Auction or (y) 15 minutes prior to the
deadline for the other Banks, in the case of an Absolute Rate Auction. Subject
to Articles 3 and 6, any Competitive Bid Quote so made shall be irrevocable
except with the written consent of the Agent given on the instructions of the
Company.

                  (ii) Each Competitive Bid Quote shall be in substantially the
         form of Exhibit D hereto and shall in any case specify:

                           (A) the proposed date of Borrowing,

                           (B) the principal amount of the Competitive Bid Loan
                  for which each such offer is being made, which principal
                  amount (w)


                                       13
<PAGE>   18
                  may be greater than or less than the Commitment of the quoting
                  Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of
                  Competitive Bid Loans for which offers were requested and (z)
                  may be subject to an aggregate limitation as to the principal
                  amount of Competitive Bid Loans for which offers being made by
                  such quoting Bank may be accepted,

                           (C) in the case of a LIBOR Auction, the margin above
                  or below the applicable London Interbank Offered Rate (the
                  "COMPETITIVE BID MARGIN") offered for each such Competitive
                  Bid Loan, expressed as a percentage (specified to the nearest
                  1/10,000th of 1%) to be added to or subtracted from such base
                  rate,

                           (D) in the case of an Absolute Rate Auction, the rate
                  of interest per annum (specified to the nearest 1/10,000th of
                  1%) (the "COMPETITIVE BID ABSOLUTE RATE") offered for each
                  such Competitive Bid Loan, and

                           (E) the identity of the quoting Bank.

A Competitive Bid Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Competitive Bid Quotes.

                  (iii) Any Competitive Bid Quote shall be disregarded if it:

                           (A) is not substantially in conformity with Exhibit D
                  hereto or does not specify all of the information required by
                  subsection (d)(ii);

                           (B) contains qualifying, conditional or similar
                  language;

                           (C) proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Competitive Bid
                  Quotes; or

                           (D) arrives after the time set forth in subsection
                  (d)(i).

         (e) Notice to Company. The Agent shall promptly notify the Company of
the terms (x) of any Competitive Bid Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Competitive Bid Quote that amends,
modifies or is otherwise inconsistent with a previous Competitive Bid Quote
submitted by such Bank with respect to the same Competitive Bid Quote Request.
Any such subsequent Competitive Bid Quote shall be disregarded by the Agent
unless such subsequent Competitive Bid Quote is submitted solely to correct a
manifest error in such former Competitive Bid Quote. The Agent's notice to the
Company shall specify (A) the aggregate principal amount of Competitive Bid
Loans for which offers have been received for each Interest Period specified in
the related Competitive Bid Quote Request, (B) the respective


                                       14
<PAGE>   19
principal amounts and Competitive Bid Margins or Competitive Bid Absolute Rates,
as the case may be, so offered and (C) if applicable, limitations on the
aggregate principal amount of Competitive Bid Loans for which offers in any
single Competitive Bid Quote may be accepted.

         (f) Acceptance and Notice by Company. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Company and the Agent shall have mutually agreed and
shall have notified to the Banks not later than the date of the Competitive Bid
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective), the Company shall notify the Agent of its
acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e). In the case of acceptance, such notice (a "NOTICE OF COMPETITIVE
BID BORROWING") shall specify the aggregate principal amount of offers for each
Interest Period that are accepted. A failure by the Company to notify the Agent
as aforesaid shall constitute non-acceptance of the offers so notified to it.
The Company may accept any Competitive Bid Quote in whole or in part; provided
that:

                  (i) the aggregate principal amount of each Competitive Bid
         Borrowing may not exceed the applicable amount set forth in the related
         Competitive Bid Quote Request,

                  (ii) the principal amount of each Competitive Bid Borrowing
         must be $25,000,000 or a larger multiple of $1,000,000,

                  (iii) acceptance of offers may only be made on the basis of
         ascending Competitive Bid Margins or Competitive Bid Absolute Rates, as
         the case may be, and

                  (iv) the Company may not accept any offer that is described in
         subsection (d)(iii) or that otherwise fails to comply with the
         requirements of this Agreement.

         (g) Allocation by Agent. If offers are made by two or more Banks with
the same Competitive Bid Margins or Competitive Bid Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Competitive Bid Loans in respect of which such offers are accepted
shall be allocated by the Agent among such Banks as nearly as possible (in
multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers. Determinations by the Agent of the
amounts of Competitive Bid Loans shall be conclusive in the absence of manifest
error.

         SECTION 2.04. Notice to Banks; Funding of Loans. (a) Upon receipt of a
Notice of Borrowing, the Agent shall promptly notify each Bank of the contents



                                       15
<PAGE>   20
thereof and of such Bank's share (if any) of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Company.

         (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address referred to in Section 9.01. Unless the Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the Agent
will make the funds so received from the Banks available to the Company at the
Agent's aforesaid address.

         (c) Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to
12:00 Noon (New York City time) on the date of such Borrowing) that such Bank
will not make available to the Agent such Bank's share of such Borrowing, the
Agent may assume that such Bank has made such share available to the Agent on
the date of such Borrowing in accordance with subsections (b) and (c) of this
Section 2.04 and the Agent may, in reliance upon such assumption, make available
to the Company on such date a corresponding amount. If and to the extent that
such Bank shall not have so made such share available to the Agent, such Bank
and the Company severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Company until the date such amount is
repaid to the Agent, at (i) in the case of the Company, a rate per annum equal
to the higher of the Federal Funds Rate and the interest rate applicable thereto
pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds
Rate. If such Bank shall repay to the Agent such corresponding amount, such
amount so repaid shall constitute such Bank's Loan included in such Borrowing
for purposes of this Agreement.

         SECTION 2.05. Notes. (a) Each Bank may, by notice to the Company and
the Agent, request that (i) its Loans be evidenced by a single Note payable to
the order of such Bank for the account of its Applicable Lending Office in an
amount equal to the aggregate unpaid principal amount of such Bank's Loans or
(ii) its Loans of a particular type or types be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of such Loans. Each
reference in this Agreement to the "NOTE" of such Bank shall be deemed to refer
to and include any or all of such Notes, as the context may require.

         (b) Upon receipt of each Bank's Note pursuant to Section 3.01(b), the
Agent shall forward such Note to such Bank. Each Bank shall record the date,
amount, type and maturity of each Loan made by it and the date and amount of
each payment of principal made by the Company with respect thereto, and may, if
such Bank so elects in connection with any transfer or enforcement of its Note,
endorse on the schedule forming a part thereof appropriate notations to evidence
the foregoing information with respect to each such Loan then outstanding;
provided that the failure of any Bank to make, or any error in making, any such


                                      16
<PAGE>   21
recordation or endorsement shall not affect the obligations of the Company
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the
Company so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required. The Agent shall also
record the date, amount, type and maturity of each Loan made by any Bank
hereunder and the date and amount of each payment of principal made by the
Company to the Agent with respect thereto.

         SECTION 2.06. Maturity of Loans. (a) Each Committed Loan shall mature,
and the principal amount thereof shall be due and payable (together with
interest accrued thereon) on the Termination Date.

         (b) Each Competitive Bid Loan shall mature, and the principal amount
thereof shall be due and payable (together with accrued interest thereon) on the
last day of the Interest Period applicable thereto.

         SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable at maturity, quarterly in
arrears on each Quarterly Payment Date and, with respect to the principal amount
of any Base Rate Loan that is prepaid or converted to a Euro-Dollar Loan, on the
date of such prepayment or conversion. Any overdue principal of or interest on
any Base Rate Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the rate otherwise
applicable to Base Rate Loans for such day.

         (b) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

         "EURO-DOLLAR MARGIN" means a rate per annum determined in accordance
with the Pricing Schedule.

         The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period
means the rate per annum appearing on the Screen at approximately 11:00 a.m.
(London time) two Euro-Dollar Business Days before the first day of such
Interest Period as the rate per annum for deposits in dollars with a maturity
comparable to such Interest Period. If no rate appears on the Screen for the
necessary period, then the "London Interbank Offered Rate" with respect to such
Interest Period shall be the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which deposits in
dollars are offered by each of the Euro-Dollar Reference Banks in the London
interbank market at approximately 11:00 A.M. (London time) two Euro-Dollar
Business Days before the first day of such Interest Period in an amount
approximately equal to the


                                       17
<PAGE>   22
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

         The "SCREEN" means Telerate Page 3750; provided that the Agent may
nominate an alternative source of screen rates if such page is replaced by
another which display rates for inter-bank deposits offered by leading banks in
London.

         (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to the Interest Period for
such Loan and (ii) the sum of 2% plus the Euro-Dollar Margin for such day plus
the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of
1%) by dividing (x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which one day (or, if
such amount due remains unpaid more than three Euro-Dollar Business Days, then
for such other period of time not longer than six months as the Agent may
select) deposits in dollars in an amount approximately equal to such overdue
payment due to each of the Euro-Dollar Reference Banks are offered by such
Euro-Dollar Reference Bank in the London interbank market for the applicable
period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in clause (a) or (b) of Section
8.01 shall exist, at a rate per annum equal to the sum of 2% plus the rate
applicable to Base Rate Loans for such day).

         (d) Subject to Section 8.01(a), each Competitive Bid LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 2.07(b) as if the related Competitive Bid LIBOR Borrowing were a
Committed Euro-Dollar Borrowing) plus (or minus) the Competitive Bid Margin
quoted by the Bank making such Loan in accordance with Section 2.03. Each
Competitive Bid Absolute Rate Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at a rate
per annum equal to the Competitive Bid Absolute Rate quoted by the Bank making
such Loan in accordance with Section 2.03. Such interest shall be payable for
each Interest Period on the last day thereof and, if such Interest Period is
longer than three months, at intervals of three months after the first day
thereof. Any overdue principal of or interest on any Competitive Bid Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 2% plus the Base Rate for such day.

         (e) The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Company and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.


                                       18
<PAGE>   23
         (f) Each Euro-Dollar Reference Bank agrees to use its best efforts to
furnish quotations to the Agent as contemplated by this Section. If any Euro-
Dollar Reference Bank does not furnish a timely quotation, the Agent shall
determine the relevant interest rate on the basis of the quotation or quotations
furnished by the remaining Euro-Dollar Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

         SECTION 2.08. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Company in the applicable Notice of Committed Borrowing.
Thereafter, the Company may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject to Section 2.08(d)
and the provisions of Article 8), as follows:

                  (i) if such Loans are Base Rate Loans, the Company may elect
         to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar
         Business Day; and

                  (ii) if such Loans are Euro-Dollar Loans, the Company may
         elect to convert such Loans to Base Rate Loans or continue such Loans
         as Euro-Dollar Loans for an additional Interest Period, in each case as
         of the last day of the then current Interest Period applicable thereto.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Agent not later than 12:00 noon (New York City time) on
the third Euro-Dollar Business Day before the conversion or continuation
selected in such notice is to be effective. A Notice of Interest Rate Election
may, if it so specifies, apply to only a portion of the aggregate principal
amount of the relevant Group of Loans; provided that (i) such portion is
allocated ratably among the Loans comprising such Group and (ii) the portion to
which such Notice applies, and the remaining portion to which it does not apply,
are each at least $25,000,000 (unless such portion is comprised of Base Rate
Loans). If no such notice is timely received before the end of an Interest
Period for any Group of Euro-Dollar Loans, the Company shall be deemed to have
elected that, at the end of such Interest Period, such Group of Loans be
continued as Euro-Dollar Loans for an additional Interest Period of one month
(subject to the provisions of the definition of Interest Period).

         (b) Each Notice of Interest Rate Election shall specify:

                  (i) the Group of Loans (or portion thereof) to which such
         notice applies;

                  (ii) the date on which the conversion or continuation selected
         in such notice is to be effective, which shall comply with the
         applicable clause of Section 2.08(a);


                                       19
<PAGE>   24
                  (iii) if the Loans comprising such Group are to be converted,
         the new type of Loans and, if the Loans resulting from such conversion
         are to be Euro-Dollar Loans, the duration of the next succeeding
         Interest Period applicable thereto; and

                  (iv) if such Loans are to be continued as Euro-Dollar Loans
         for an additional Interest Period, the duration of such additional
         Interest Period.

         Each Interest Period specified in a Notice of Interest Rate Election
shall comply with the provisions of the definition of Interest Period.

         (c) Promptly after receiving a Notice of Interest Rate Election from
the Company pursuant to Section 2.08(a), the Agent shall notify each Bank of the
contents thereof and such notice shall not thereafter be revocable by the
Company.

         (d) The Company shall not be entitled to elect to convert any Committed
Loans to, or continue any Committed Loans for an additional Interest Period as,
Euro-Dollar Loans if (i) the aggregate principal amount of any Group of Euro-
Dollar Loans created or continued as a result of such election would be less
than $25,000,000 or (ii) a Default shall have occurred and be continuing when
the Company delivers notice of such election to the Agent.

         (e) If any Committed Loan is converted to a different type of Loan, the
Company shall pay, on the date of such conversion, the interest accrued to such
date on the principal amount being converted.

         SECTION 2.09. Facility Fee. The Company shall pay to the Agent for the
account of the Banks ratably a facility fee at the Facility Fee Rate (determined
daily in accordance with the Pricing Schedule). Such facility fee shall accrue
(i) from and including the Effective Date to but excluding the Termination Date
(or earlier date of termination of the Commitments in their entirety), on the
daily aggregate amount of the Commitments (whether used or unused) and (ii) from
and including the Termination Date or such earlier date of termination to but
excluding the date the Loans shall be repaid in their entirety, on the daily
aggregate outstanding principal amount of the Loans. Accrued fees under this
Section shall be payable quarterly in arrears on each Quarterly Payment Date and
upon the date of termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their entirety).

         SECTION 2.10. Optional Termination or Reduction of Commitments. During
the Revolving Credit Period, the Company may, upon at least three Domestic
Business Days' notice to the Agent, (i) terminate the Commitments at any time,
if no Loans are outstanding at such time or (ii) ratably reduce from time to
time by an aggregate amount of $25,000,000 or any larger multiple thereof, the
aggregate amount of the Commitments in excess of the aggregate outstanding
principal amount of the Loans.


                                       20
<PAGE>   25
         SECTION 2.11. Scheduled Termination of Commitments. The Commitments
shall terminate on the Termination Date.

         SECTION 2.12. Optional Prepayments. (a) Subject in the case of any
Euro-Dollar Loans to Section 2.14, the Company may (i) upon at least one
Domestic Business Day's notice to the Agent, prepay any Group of Base Rate Loans
(or any Competitive Bid Borrowing bearing interest at the Base Rate pursuant to
Section 8.01(a)) or (ii) upon at least three Euro-Dollar Business Days' notice
to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at
any time, or from time to time in part in amounts aggregating $25,000,000 or any
larger multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Each such
optional prepayment shall be applied to prepay ratably the Loans of the several
Banks included in such Group (or Borrowing).

         (b) Except as provided in Section 2.12(a), the Company may not prepay
all or any portion of the principal amount of any Competitive Bid Loan prior to
the maturity thereof.

         (c) Upon receipt of a notice of prepayment pursuant to this Section,
the Agent shall promptly notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Company.

         SECTION 2.13. General Provisions as to Payments. (a) The Company shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address referred to in Section 9.01. The Agent will promptly distribute
to each Bank its ratable share of each such payment received by the Agent for
the account of the Banks. Whenever any payment of principal of, or interest on,
the Base Rate Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Competitive Bid Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

         (b) Unless the Agent shall have received notice from the Company prior
to the date on which any payment is due to the Banks hereunder that the Company
will not make such payment in full, the Agent may assume that the Company has



                                       21
<PAGE>   26
made such payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent that
the Company shall not have so made such payment, each Bank shall repay to the
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Agent, at the Federal
Funds Rate.

         SECTION 2.14. Funding Losses. If the Company makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (whether such payment or conversion is
pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day
of the Interest Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.07(c), or if the Company fails to borrow,
prepay, convert or continue any Fixed Rate Loans after notice has been given to
any Bank in accordance with Section 2.04(a), 2.08(c) or 2.12(c), the Company
shall reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or conversion or failure to borrow,
prepay, convert or continue; provided that such Bank shall have delivered to the
Company a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

         SECTION 2.15. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

         SECTION 2.16. Regulation D Compensation. Each Bank may require the
Company to pay, contemporaneously with each payment of interest on the Euro-
Dollar Loans, additional interest on the related Euro-Dollar Loan of such Bank
at a rate per annum determined by such Bank up to but not exceeding the excess
of (i) (A) the applicable London Interbank Offered Rate divided by (B) one minus
the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank
Offered Rate. Any Bank wishing to require payment of such additional interest
(x) shall so notify the Company and the Agent, in which case such additional
interest on the Euro-Dollar Loans of such Bank shall be payable to such Bank at
the place indicated in such notice with respect to each Interest Period
commencing at least three Euro-Dollar Business Days after the giving of such
notice and (y) shall notify the Company at least five Euro-Dollar Business Days
prior to each date on which interest is payable on the Euro-Dollar Loans of the
amount then due it under this Section.



                                       22
<PAGE>   27
         "EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor), for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

         SECTION 2.17. Commitment Increase; Additional Banks. (a) The Company
may, upon at least 30 days' notice to the Agent (which shall promptly provide a
copy of such notice to the Banks), propose to increase the aggregate amount of
the Commitments to an amount not to exceed $625,000,000 (the amount of any such
increase, the "COMMITMENT INCREASE"). Each Bank party to this Agreement at such
time shall have the right (but no obligation), for a period of 15 days following
its receipt of such notice from the Agent, to elect by notice to the Company and
the Agent to increase its Commitment by a principal amount up to that amount
which bears the same ratio to the Commitment Increase as its then existing
Commitment bears to the aggregate Commitments then existing.

         (b) If any Bank party to this Agreement shall not elect to increase its
Commitment by the full amount permitted by subsection (a) of this Section, the
Company with the consent of the Agent may designate one or more other banks or
other financial institutions (which may be, but need not be, one or more of the
existing Banks) which at the time agree in the case of any such bank that is an
existing Bank to increase its Commitment and, in the case of any other such bank
(an "ADDITIONAL BANK"), to become a party to this Agreement. The sum of the
increases in the Commitments of the existing Banks pursuant to this subsection
(b) plus the Commitments of the Additional Banks shall not in the aggregate
exceed the unsubscribed amount of the Commitment Increase.

         (c) An increase in the aggregate amount of the Commitments pursuant to
this Section 2.17 shall become effective upon the receipt by the Agent of an
agreement in form and substance satisfactory to the Agent signed by the Company,
by each Additional Bank and by each other Bank whose Commitment is to be
increased, setting forth the new Commitments of such Banks and setting forth the
agreement of each Additional Bank to become a party to this Agreement and to be
bound by all the terms and provisions hereof, together with such evidence of
appropriate corporate authorization on the part of the Company with respect to
the Commitment Increase and such opinions of counsel for the Company with
respect to the Commitment Increase as the Agent may reasonably request.

         (d) Upon any increase in the aggregate amount of the Commitments
pursuant to this Section 2.17, within five Domestic Business Days, in the case
of Base Rate Loans then outstanding, and at the end of the then current Interest


                                       23
<PAGE>   28
Period with respect thereto, in the case of Euro-Dollar Loans then outstanding,
the Company shall prepay or repay such Loans in their entirety and, to the
extent the Company elects to do so and subject to the conditions specified in
Article 3 of this Agreement, the Company shall reborrow Committed Loans from the
Banks in proportion to their respective Commitments after giving effect to such
increase, until such time as all outstanding Committed Loans are held by the
Banks in such proportion.



                                    ARTICLE 3

                                   CONDITIONS


         SECTION 3.1. Effectiveness. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 9.05):

                  (a) receipt by the Agent of counterparts hereof signed by each
         of the parties hereto (or, in the case of any party as to which an
         executed counterpart shall not have been received, receipt by the Agent
         in form satisfactory to it of telegraphic, telex or other written
         confirmation from such party of execution of a counterpart hereof by
         such party);

                  (b) receipt by the Agent of an opinion of the General Counsel
         of the Company, substantially in the form of Exhibit E hereto and
         covering such additional matters relating to the transactions
         contemplated hereby as the Required Banks may reasonably request;

                  (c) receipt by the Agent of an opinion of Davis Polk &
         Wardwell, special counsel for the Agent, substantially in the form of
         Exhibit F hereto and covering such additional matters relating to the
         transactions contemplated hereby as the Required Banks may reasonably
         request;

                  (d) receipt by the Agent of all documents the Agent may
         reasonably request relating to the existence of the Company, the
         corporate authority for and the validity of this Agreement and the
         Notes, and any other matters relevant hereto, all in form and substance
         satisfactory to the Agent; and

         provided that this Agreement shall not become effective or be binding
on any party hereto unless all of the foregoing conditions are satisfied not
later than June 15, 2001. The Agent shall promptly notify the Company and the
Banks of the Effective Date, and such notice shall be conclusive and binding on
all parties hereto.

         SECTION 3.02. Borrowings. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:



                                       24
<PAGE>   29
         (a) receipt by the Agent of a Notice of Borrowing as required by
Section 2.02 or 2.03, as the case may be;

         (b) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate amount
of the Commitments;

         (c) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing;

         (d) the fact that the representations and warranties of the Company
contained in this Agreement (other than the representations and warranties set
forth in Sections 4.04, 4.05 and 4.06, which are made only as of the date
hereof) shall be true on and as of the date of such Borrowing; and

         (e) receipt by the Agent of evidence satisfactory to it of the
consummation of the Contribution substantially as contemplated by the Company's
Information Statement.

         Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Company on the date of such Borrowing as to the facts specified
in clause (d) of this Section.



                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES


         The Company represents and warrants that:

         SECTION 4.01. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate powers and will have on and as of the
Effective Date all material governmental licenses, authorizations, consents and
approvals required to carry on its business.

         SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Company of this
Agreement and the Notes are within the Company's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official, do not
contravene any provision of applicable law or regulation or of the certificate
of incorporation or by-laws of the Company and do not contravene, or constitute
a material default under, any debt instrument known to the Company to be binding
upon it.

         SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Company and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Company, in each case enforceable in accordance with its terms.



                                       25
<PAGE>   30
         SECTION 4.04. Financial Information. (a) The statement of assets and
liabilities of Rockwell Collins as of September 30, 2000 and the related
statements of operations, cash flows and changes in Rockwell International's
invested equity and comprehensive income for the fiscal year then ended,
reported on by independent public accountants and set forth in the Company's
Information Statement, a copy of which has been delivered to each of the Banks,
fairly present, in all material respects, in conformity with GAAP, the assets
and liabilities of Rockwell Collins as of such date and its results of
operations, cash flows and changes in Rockwell International's invested equity
and comprehensive income for such fiscal year.

         (b) The unaudited statement of assets and liabilities of Rockwell
Collins as of December 31, 2000 and the related unaudited consolidated
statements of operations, cash flows and changes in Rockwell International's
invested equity and comprehensive income for the three months then ended, set
forth in the Company's Information Statement fairly present, in all material
respects, in conformity with GAAP applied on a basis consistent with the
financial statements referred to in subsection (a) of this Section, the assets
and liabilities of Rockwell Collins as of such date and its results of
operations, cash flows and changes in Rockwell International's invested equity
and comprehensive income for such three-month period (subject to normal year-end
adjustments).

         (c) As of the Effective Date, there will have been no material adverse
change in the financial condition, business or operations of Rockwell Collins
from that reflected in the Company's Information Statement.

         SECTION 4.05. Litigation. Except as disclosed in the Company's
Information Statement, there is no action, suit or proceeding pending against,
or to the knowledge of the Company threatened against or affecting, the Company
or any of its Subsidiaries before any court or arbitrator or any governmental
body, agency or official, in which there is a reasonable probability of an
adverse decision which could materially adversely affect the business or
consolidated financial position of the Company and its Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity of this Agreement or the Notes.

         SECTION 4.06. Environmental Matters. Expenditures by the Company and
its Consolidated Subsidiaries for environmental capital investment and
remediation necessary to comply with present Environmental Laws and other
expenditures for the resolution of existing environmental claims known to the
Company are not expected by management of the Company to have a material adverse
effect on the business or financial condition of the Company and its
Consolidated Subsidiaries, taken as a whole.




                                       26
<PAGE>   31
                                    ARTICLE 5

                                    COVENANTS


         The Company agrees that, so long as any Bank has any Commitment
hereunder or any amount payable hereunder remains unpaid:

         SECTION 5.01. Information. The Company will deliver to each of the
Banks:

         (a) within 120 days after the end of each fiscal year of the Company,
the Company's Annual Report to Shareowners and annual report on Form 10-K for
such fiscal year, as filed with the Commission;

         (b) within 60 days after the end of each of the first three quarters of
each fiscal year of the Company, the Company's quarterly report on Form 10-Q for
such fiscal quarter, as filed with the Commission;

         (c) simultaneously with the delivery of each set of financial
statements referred to in clause (a), a certificate of the chief financial
officer, the treasurer or the controller of the Company stating whether any
Default exists on the date of such financial statements;

         (d) within 10 days after the chief financial officer, the treasurer or
the controller of the Company obtains knowledge of any Default, if such Default
is then continuing, a certificate of the chief financial officer, the treasurer
or the controller of the Company setting forth the details thereof;

         (e) promptly upon the filing thereof, copies of all reports on Form 8-K
(or its equivalent) which the Company shall have filed with the Commission; and

         (f) from time to time such additional information regarding the
financial position or business of the Company and its Subsidiaries as the Agent,
at the request of any Bank, may reasonably request.

         SECTION 5.02. Maintenance of Existence. The Company will preserve,
renew and keep in full force and effect its corporate existence and its rights,
privileges and franchises necessary or desirable in the normal conduct of
business; provided that nothing in this Section 5.02 shall prohibit a merger or
consolidation permitted by Section 5.06.

         SECTION 5.03. Compliance with Laws. The Company will comply in all
material respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation,
environmental laws and ERISA and the rules and regulations thereunder) except
where (i) the necessity of compliance therewith is contested in good faith by
appropriate proceedings or (ii) non-compliance would not, in the reasonable
judgment of the Company, have a material adverse effect on the financial



                                       27
<PAGE>   32
condition, business or operation of the Company and its Consolidated
Subsidiaries, considered as a whole.

         SECTION 5.04. Use of Proceeds. The proceeds of the Loans made under
this Agreement will be used by the Company for its general corporate purposes,
including but not limited to commercial paper backstop, acquisitions and stock
repurchases. None of such proceeds will be used in violation of Regulation T, U
or X of the Board of Governors of the Federal Reserve System.

         SECTION 5.05. Debt to Capitalization. Consolidated Debt will at no time
after the Contribution exceed 60% of Total Capitalization.

         SECTION 5.06. Mergers, Consolidations and Sales of Assets. (a) The
Company shall not consolidate with or merge into any other corporation or convey
or transfer its properties and assets substantially as an entirety to any
Person, unless

                  (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States or any State or the District of Columbia, and
         shall expressly assume, in form satisfactory to the Agent, the due and
         punctual payment of the principal of (and premium, if any) and
         interest, if any, on all the Loans and the performance of every
         covenant of this Agreement on the part of the Company to be performed
         or observed;

                  (2) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing; and

                  (3) the Company shall have delivered to the Agent a
         certificate of a duly authorized officer of the Company and an opinion
         of legal counsel to the Company (which shall be reasonably acceptable
         to the Agent), each stating that such consolidation, merger, conveyance
         or transfer comply with this Section 5.06(a) and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

         (b) Upon any consolidation or merger, or any conveyance or transfer of
the properties and assets of the Company substantially as an entirety in
accordance with Section 5.06(a), the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Agreement with the same effect
as if such successor corporation had been named as the Company herein, and
thereafter the predecessor corporation shall be relieved of all obligations and
covenants under this Agreement and the Notes and may be liquidated and
dissolved.



                                       28
<PAGE>   33
         (c) If, upon any consolidation or merger of the Company with or into
any corporation, or upon the conveyance or transfer by the Company of its
properties and assets substantially as an entirety in accordance with Section
5.06(a) to any Person, any Principal Property owned by the Company or a
Restricted Subsidiary immediately prior thereto would thereupon become subject
to any Lien not permitted by Section 5.07, the Company will, prior to such
consolidation, merger, conveyance or transfer, secure the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on the
Loans then outstanding (equally and ratably with any other Debt of the Company
then entitled to be so secured) by a direct Lien on such Principal Property,
together with any other properties and assets of the Company or of any such
Restricted Subsidiary, whichever shall be the owner of any such Principal
Property, which would thereupon become subject to any such Lien, prior to all
Liens other than any theretofore existing thereon.

         SECTION 5.07. Limitations on Liens. The Company shall not at any time
create, incur, assume or suffer to exist, and shall not cause, suffer or permit
a Restricted Subsidiary to create, incur, assume or suffer to exist, any Secured
Debt without making effective provision (and the Company covenants that in such
case it will make or cause to be made effective provision) whereby the Loans
then outstanding shall be secured equally and ratably with such Secured Debt, so
long as such Secured Debt shall exist; provided, however, that this Section 5.07
shall not prevent any of the following:

         (a) (i) any Lien on any property hereafter acquired (including
acquisition through merger or consolidation) or constructed by the Company or a
Restricted Subsidiary and created contemporaneously with, or within twelve
months after, such acquisition or the completion of construction to secure or
provide for the payment of all or any part of the purchase price of such
property or the cost of construction thereof, as the case may be; or (ii) any
mortgage on property (including any unimproved portion of partially improved
property) of the Company or a Restricted Subsidiary created within twelve months
of completion of construction of a new plant or plants on such property to
secure all or part of the cost of such construction; or (iii) the acquisition of
property subject to any Lien upon such property existing at the time of
acquisition thereof, whether or not assumed by the Company or such Restricted
Subsidiary;

         (b) Liens on capital stock hereafter acquired by the Company or any
Restricted Subsidiary, provided that the aggregate cost to the Company and its
Restricted Subsidiaries of all capital stock subject to such Liens does not
exceed 10% of Shareowners' Equity;

         (c) any Lien securing Debt of a corporation which is a successor to the
Company to the extent permitted by Section 5.06; or securing Debt of a
Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary;
or securing Debt of any Person outstanding at the time it is merged with, or all
or substantially all of its properties are acquired by, the Company or any
Restricted Subsidiary, provided that such Lien does not extend to any other
properties of the




                                       29
<PAGE>   34
Company or any Restricted Subsidiary; or existing on the property or on the
outstanding shares or Debt of a corporation at the time it becomes a Restricted
Subsidiary; or created, incurred or assumed in connection with any industrial
revenue bond, pollution control bond or similar financing arrangement between
the Company or any Restricted Subsidiary and any Federal, State or municipal
government or other governmental body or agency;

         (d) any Lien created in connection with any extension, renewal or
refunding (or successive extensions, renewals or refundings), in whole or in
part, of any Debt secured by a Lien permitted by the foregoing provisions of
this Section 5.07 upon the same property theretofore subject thereto (plus
improvements on such property), provided that the amount of such Debt
outstanding at that time shall not be increased;

         (e) Liens or deposits made in connection with contracts (which term
includes subcontracts under such contracts) with or made at the request of the
United States or any department or agency thereof, insofar as such Liens or
deposits relate to property manufactured, installed or constructed by or to be
supplied by, or property furnished to, the Company or a Restricted Subsidiary
pursuant to, or to enable the performance of, such contracts, or property the
manufacture, installation, construction or acquisition of which is financed
pursuant to, or to enable the performance of, such contracts; or deposits or
Liens, made pursuant to such contracts, of or upon moneys advanced or paid
pursuant to, or in accordance with the provisions of, such contracts, or of or
upon any materials or supplies acquired for the purpose of the performance of
such contracts; or the assignment or pledge, to the extent permitted by law, of
the right, title and interest of the Company or a Restricted Subsidiary in and
to any such contract, or in and to any payments due or to become due thereunder,
to secure Debt incurred for funds or other property supplied, constructed or
installed for or in connection with the performance by the Company or such
Restricted Subsidiary of its obligations under such contracts;

         (f) mechanics', materialmen's, carriers' or other like Liens, and
pledges or deposits made in the ordinary course of business to obtain the
release of any such Liens or the release of property in the possession of a
common carrier; good faith deposits in connection with tenders, leases of real
estate or bids or contracts (other than contracts involving the borrowing of
money); pledges or deposits to secure public or statutory obligations; deposits
to secure (or in lieu of) surety, stay, appeal or customs bonds; and deposits to
secure the payment of taxes, assessments, customs duties or other similar
charges;

         (g) any Lien arising by reason of deposits with, or the giving of any
form of security to, any governmental agency or any body created or approved by
law or governmental regulation, which is required by law or governmental
regulation as a condition to the transaction of any business, or the exercise of
any privilege or license, or to enable the Company or a Restricted Subsidiary to
maintain self-insurance or to participate in any arrangements established by law




                                       30
<PAGE>   35
to cover any insurance risks or in connection with workmen's compensation,
unemployment insurance, old age pensions, social security or similar matters;

         (h) the Liens of taxes, assessments or other governmental charges or
levies not at the time due, or the validity of which is being contested in good
faith;

         (i) judgment Liens, so long as the finality of such judgment is being
contested in good faith and execution thereon is stayed;

         (j) easements or similar encumbrances, the existence of which does not
impair the use of the property subject thereto for the purposes for which it is
held or was acquired;

         (k) the landlord's interest under any lease of property;

         (l) leases granted to others in the ordinary course of business;

         (m) Sale and Lease-Back Transactions to the extent permitted by Section
5.08; and

         (n) contracts for the manufacture, construction, installation or supply
of property, products or services providing for a Lien upon advance, progress or
partial payments made pursuant to such contracts and upon any material or
supplies acquired, manufactured, constructed, installed or supplied in
connection with the performance of such contracts to secure such advance,
progress or partial payments.

Notwithstanding the foregoing provisions of this Section 5.07, the Company and
any one or more Restricted Subsidiaries may create, incur, assume or suffer to
exist Secured Debt which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other Secured Debt
of the Company and its Restricted Subsidiaries which would otherwise be subject
to the foregoing restrictions (not including Secured Debt permitted under
clauses (a) through (o) above) and the aggregate value of the Sale and
Lease-Back Transactions (as defined in Section 5.08) in existence at such time
(not including Sale and Lease-Back Transactions the proceeds of which have been
or will be applied in accordance with clause (b) of Section 5.08), does not at
the time exceed 10% of Shareowners' Equity.

         SECTION 5.08. Limitations on Sale and Lease-Back. The Company will not,
and will not permit any Restricted Subsidiary to, sell or transfer (except to
the Company or one or more Restricted Subsidiaries, or both) any Principal
Property owned by it and which has been in full operation for more than 180 days
prior to such sale or transfer with the intention (i) of taking back a lease on
such property, except a lease for a temporary period (not exceeding 36 months),
and (ii) that the use by the Company or such Restricted Subsidiary of such
property will be discontinued on or before the expiration of the term of such
lease (any such transaction being herein referred to as a "SALE AND LEASE-BACK
TRANSACTION"), unless



                                       31
<PAGE>   36
         (a) the Company or such Restricted Subsidiary would be entitled,
pursuant to the provisions of Section 5.07 hereof, to incur Secured Debt equal
in amount to the amount realized or to be realized upon such sale or transfer
secured by a mortgage on the property to be leased without equally and ratably
securing the Loans; or

         (b) the Company or a Restricted Subsidiary shall, within 180 days of
the effective date of any such transaction, apply an amount equal to the value
of the property so leased (i) to the retirement (other than any mandatory
retirement) of Consolidated Funded Debt or Debt then outstanding of the Company
or any Restricted Subsidiary that was Funded Debt at the time it was created
(other than Consolidated Funded Debt or such other Debt owned by the Company or
any Restricted Subsidiary), or (ii) to the purchase of Principal Property having
a value at least equal to the value of such property; provided, however, that
the amount to be so applied pursuant to the preceding clause (i) or (ii) shall
be reduced by (A) the principal amount of any Loans repaid within 180 days of
the effective date of any such transaction and (B) the principal amount of
Consolidated Funded Debt or Debt that was Funded Debt at the time it was created
(other than Loans) retired by the Company or a Restricted Subsidiary within 180
days of the effective date of any such transaction; or

         (c) the Sale and Lease-Back Transaction involved was an industrial
revenue bond, pollution control bond or similar financing arrangement between
the Company or any Restricted Subsidiary and any Federal, State or municipal
government or other governmental body or agency.

         The term "value" shall mean, with respect to a Sale and Lease-Back
Transaction, as of any particular time, the amount equal to the greater of (i)
the net proceeds of the sale of the property leased pursuant to such Sale and
Lease-Back Transaction or (ii) the fair value of such property at the time of
entering into such Sale and Lease-Back Transaction, as determined by the board
of directors of the Company (or a duly authorized committee thereof), in either
case divided first by the number of full years of the term of the lease and then
multiplied by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options contained in
the lease.

         SECTION 5.09. Limitations on Change in Subsidiary Status. The Company
may designate any Subsidiary as an Unrestricted Subsidiary or as a Restricted
Subsidiary, subject to the provisions set forth below:

         (a) the Company will not permit any Subsidiary to be designated as an
Unrestricted Subsidiary unless at the time of such designation the Subsidiary so
designated does not own, directly or indirectly, any capital stock of any
Restricted Subsidiary or any Funded Debt or Secured Debt of the Company or any
Restricted Subsidiary;

         (b) the Company will not permit any Restricted Subsidiary to be
designated as, or otherwise to become, an Unrestricted Subsidiary unless



                                       32
<PAGE>   37
immediately after such Restricted Subsidiary becomes an Unrestricted Subsidiary,
no Default shall exist;

         (c) the Company will not permit any Unrestricted Subsidiary to be
designated as a Restricted Subsidiary unless immediately after such Unrestricted
Subsidiary becomes a Restricted Subsidiary, no Default shall exist; and

         (d) promptly after the designation of any Subsidiary as an Unrestricted
Subsidiary or as a Restricted Subsidiary, there shall be filed with the Agent, a
certificate of a duly authorized officer of the Company stating that the
provisions of this Section have been complied with in connection with such
designation.



                                    ARTICLE 6

                                    DEFAULTS


         SECTION 6.01. Events of Default. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

         (a) the Company shall fail to pay when due any principal of any Loan,
or shall fail to pay within 10 days of the due date thereof any interest on any
Loan, any fees or any other amount payable hereunder;

         (b) the Company shall fail to observe or perform any covenant or
agreement contained in Article 5 for 90 days after notice thereof has been given
to the Company by the Agent at the request of any Bank;

         (c) any representation or warranty made by the Company (i) in Article 4
or (ii) pursuant to Section 3.02 on the date of any Borrowing shall prove to
have been incorrect in any material respect when made (or deemed made);

         (d) the Company or any of its Subsidiaries shall fail to pay the
principal of or interest on Material Debt when due, or within any applicable
grace period, in accordance with the instrument or agreement under which the
same was created;

         (e) any event or condition shall occur (including failure to pay
principal or interest) which results in the acceleration of the maturity of
Material Debt;

         (f) the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Company in an involuntary case
under the Federal bankruptcy laws, as now constituted or hereafter amended, or
any other applicable Federal or State bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or of any substantial part of
its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days; or



                                       33
<PAGE>   38
         (g) the commencement by the Company of a voluntary case under the
Federal bankruptcy laws, as now constituted or hereafter amended, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or the
consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Company
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding more than 50% in aggregate principal amount of the
Loans, by notice to the Company declare the Loans (together with accrued
interest thereon) to be, and the Loans shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Company; provided that in the case of any
of the Events of Default specified in clause (f) or (g) above, without any
notice to the Company or any other act by the Agent or the Banks, the
Commitments shall thereupon terminate and the Loans (together with accrued
interest thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Company.

         SECTION 6.02. Notice of Default. The Agent shall give notice to the
Company under Section 6.01(b) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.


                                    ARTICLE 7

                                    THE AGENT


         SECTION 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes as are delegated to
the Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

         SECTION 7.02. Agent and Affiliates. The Chase Manhattan Bank shall have
the same rights and powers under this Agreement as any other Bank and may
exercise or refrain from exercising the same as though it were not the Agent,
and The Chase Manhattan Bank and its affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with the Company or any
Subsidiary or affiliate of the Company as if it were not the Agent hereunder.



                                       34
<PAGE>   39
         SECTION 7.03. Action by Agent. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article 6.

         SECTION 7.04. Consultation with Experts. The Agent may consult with
legal counsel (who may be counsel for the Company), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

         SECTION 7.05. Liability of Agent. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or, when expressly
required hereby, all the Banks or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Agent nor any of its affiliates
nor any of their respective directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of the Company; (iii) the satisfaction of any condition
specified in Article 3, except receipt of items required to be delivered to the
Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the
Notes or any other instrument or writing furnished in connection herewith. The
Agent shall not incur any liability by acting in reliance upon any notice,
consent, certificate, statement, or other writing (which may be a bank wire,
telex, facsimile transmission or similar writing) believed by it to be genuine
or to be signed by the proper party or parties.

         SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Company) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitee's gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.

         SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, 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 Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.



                                       35
<PAGE>   40
         SECTION 7.08. Successor Agent. The Agent may resign at any time by
giving 30 days' notice thereof to the Banks and the Company. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent. If no successor Agent shall have been so appointed by the Required Banks,
and shall have accepted such appointment, within 30 days after the retiring
Agent gives notice of resignation, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.

         SECTION 7.09. Agent's Fee. The Company shall pay to the Agent for its
own account fees in the amounts and at the times previously agreed upon between
the Company and the Agent.



                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES


         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Fixed Rate Loans:

         (a) the Agent is advised by the Euro-Dollar Reference Banks that
deposits in dollars (in the applicable amounts) are not being offered to the
Euro- Dollar Reference Banks in the relevant market for such Interest Period, or

         (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the
aggregate amount of the Commitments advise the Agent that the London Interbank
Offered Rate as determined by the Agent will not adequately and fairly reflect
the cost to such Banks of funding their Euro-Dollar Loans for such Interest
Period,

the Agent shall forthwith give notice thereof to the Company and the Banks,
whereupon until the Agent notifies the Company that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into
Euro-Dollar Loans, shall be suspended and (ii) each outstanding Euro-Dollar Loan
shall be converted into a Base Rate Loan on the last day of the then current
Interest Period applicable thereto. Unless the Company notifies the Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing for
which a Notice of Borrowing has previously been given that it elects not to
borrow on




                                       36
<PAGE>   41
such date, (i) if such Fixed Rate Borrowing is a Euro-Dollar Borrowing, such
Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such Fixed
Rate Borrowing is a Competitive Bid LIBOR Borrowing, the Competitive Bid LIBOR
Loans comprising such Borrowing shall bear interest for each day from and
including the first day to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.

         SECTION 8.02. Illegality. (a) If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any change
in any applicable law, rule or regulation, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Bank shall so notify the Agent, the Agent shall
forthwith give notice thereof to the other Banks and the Company, whereupon
until such Bank notifies the Company and the Agent that the circumstances giving
rise to such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans, or to convert outstanding Loans into Euro-Dollar Loans or
continue outstanding Loans as Euro-Dollar Loans, shall be suspended. Before
giving any notice to the Agent pursuant to this Section, such Bank shall
designate a different Euro-Dollar Lending Office if such designation will avoid
the need for giving such notice and will not, in the sole judgment of such Bank,
be otherwise disadvantageous to such Bank.

         (b) If such notice is given, each Euro-Dollar Loan of such Bank then
outstanding shall be converted to a Base Rate Loan either (i) on the last day of
the then current Interest Period applicable to such Euro-Dollar Loan if such
Bank may lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan
to such day or (ii) immediately if such Bank shall determine that it may not
lawfully continue to maintain and fund such Loan as a Euro-Dollar Loan to such
day. Interest and principal on any such Base Rate Loan shall be payable on the
same dates as, and on a pro rata basis with, the interest and principal payable
on the related Euro-Dollar Loans of the other Banks.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after (x)
the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Competitive Bid Quote, in the
case of any Competitive Bid Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify or
deem applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding



                                       37
<PAGE>   42
with respect to any Euro-Dollar Loan any such requirement included in an
applicable Euro-Dollar Reserve Percentage), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable Lending Office)
or shall impose on any Bank (or its Applicable Lending Office) or on the London
interbank market any other condition affecting its Fixed Rate Loans, its Note or
its obligation to make Fixed Rate Loans and the result of any of the foregoing
is to increase the cost to such Bank (or its Applicable Lending Office) of
making or maintaining any Fixed Rate Loan, or to reduce the amount of any sum
received or receivable by such Bank (or its Applicable Lending Office) under
this Agreement or under its Note with respect thereto, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank (with a
copy to the Agent), the Company shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such increased cost or reduction.

         (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency has or would have the effect of reducing the rate of return on capital of
such Bank (or its Parent) as a consequence of such Bank's obligations hereunder
to a level below that which such Bank (or its Parent) could have achieved but
for such adoption, change, request or directive (taking into consideration its
policies with respect to capital adequacy) by an amount deemed by such Bank to
be material, then from time to time, within 15 days after demand by such Bank
(with a copy to the Agent), the Company shall pay to such Bank such additional
amount or amounts as will compensate such Bank (or its Parent) for such
reduction.

         (c) Each Bank will promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the sole judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods. Notwithstanding the foregoing subsections (a)
and (b) of this Section 8.03, the Company shall only be obligated to compensate
any Bank for any amount arising or accruing during (i) any time or period
commencing not more than 90 days prior to the date on which such Bank notifies
the Agent and the Company that it proposes to demand such compensation and
identifies to the Agent and the Company the statute, regulation or other basis
upon which the claimed compensation is or will be based and (ii) any time or
period during which, because of the retroactive application of such




                                       38
<PAGE>   43
statute, regulation or other such basis, such Bank did not know that such amount
would arise or accrue.

         SECTION 8.04. Taxes. (a) For purposes of this Section 8.04, the
following terms have the following meanings:

         "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by the
Company pursuant to this Agreement or under any Note, and all liabilities with
respect thereto, excluding (i) in the case of each Bank and the Agent, taxes
imposed on its income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Bank or the Agent (as the case may be)
is organized or in which its principal executive office is located or, in the
case of each Bank, in which its Applicable Lending Office is located or by any
State, possession or territory of the United States in which such Bank or the
Agent (as the case may be) is doing business and (ii) in the case of each Bank,
any United States withholding tax imposed on such payments but only to the
extent that such Bank is subject to United States withholding tax at the time
such Bank first becomes a party to this Agreement.

         "OTHER TAXES" means any present or future stamp or documentary taxes
and any other excise or property taxes, or similar charges or levies, which
arise from any payment made pursuant to this Agreement or under any Note or from
the execution or delivery of, or otherwise with respect to, this Agreement or
any Note.

         (b) Any and all payments by the Company to or for the account of any
Bank or the Agent hereunder or under any Note shall be made without deduction
for any Taxes or Other Taxes; provided that, if the Company shall be required by
law to deduct any Taxes or Other Taxes from any such payments, (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 8.04) such Bank or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Company shall make such deductions, (iii) the Company shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Company shall furnish to the Agent,
at its address referred to in Section 9.01, the original or a certified copy of
a receipt evidencing payment thereof.

         (c) The Company agrees to indemnify each Bank and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 8.04) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be paid within 15 days after such
Bank or the Agent (as the case may be) makes demand therefor.



                                       39
<PAGE>   44
         (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Company (but
only so long as such Bank remains lawfully able to do so), shall provide the
Company with Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Bank is entitled to benefits under an income tax treaty to which the United
States is a party which exempts the Bank from United States withholding tax or
reduces the rate of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

         (e) For any period with respect to which a Bank has failed to provide
the Company with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which such form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(b) or (c) with
respect to Taxes imposed by the United States; provided that if a Bank, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Company shall take such steps as such Bank shall reasonably request to
assist such Bank to recover such Taxes.

         (f) If the Company is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will change
the jurisdiction of its Applicable Lending Office if, in the sole judgment of
such Bank, such change (i) will eliminate or reduce any such additional payment
which may thereafter accrue and (ii) is not otherwise disadvantageous to such
Bank.

         SECTION 8.05. Base Rate Loans Substituted for Affected Fixed Rate
Loans. If (i) the obligation of any Bank to make, or to continue or convert
outstanding Loans as or to, Euro-Dollar Loans has been suspended pursuant to
Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or
8.04 with respect to its Euro-Dollar Loans and the Company shall, by at least
five Euro-Dollar Business Days' prior notice to such Bank through the Agent,
have elected that the provisions of this Section shall apply to such Bank, then,
all Loans which would otherwise be made by such Bank as (or continued as or
converted to) Euro-Dollar Loans shall be made instead as Base Rate Loans (on
which interest and principal shall be payable contemporaneously with the related
Fixed Rate Loans of the other Banks). If such Bank notifies the Company that the
circumstances giving rise to such suspension or demand for compensation no
longer exist, the principal amount of each such Base Rate Loan shall be
converted into a Euro-Dollar Loan on the first day of the next succeeding
Interest Period applicable to the related Euro-Dollar Loans of the other Banks.





                                       40
<PAGE>   45
                                    ARTICLE 9

                                  MISCELLANEOUS


         SECTION 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Company or the Agent, at its address, facsimile number or
telex number set forth on the signature pages hereof, (y) in the case of any
Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Agent and the Company. Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and the
appropriate answerback is received, (ii) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; provided that notices to the Agent under
Article 2 or Article 8 shall not be effective until received.

         SECTION 9.02. No Waivers. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 9.03. Expenses; Indemnification. (a) The Company shall pay (i)
all reasonable out-of-pocket expenses of the Agent, including fees and
disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including (without duplication) the fees
and disbursements of outside counsel and the allocated cost of inside counsel,
in connection with such Event of Default and collection, bankruptcy, insolvency
and other enforcement proceedings resulting therefrom.

         (b) The Company agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such




                                       41
<PAGE>   46
Indemnitee shall be designated a party thereto) brought or threatened relating
to or arising out of this Agreement or any actual or proposed use of proceeds of
Loans hereunder; provided that no Indemnitee shall have the right to be
indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

         SECTION 9.04. Sharing of Set-offs. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest then due with
respect to any Loan held by it which is greater than the proportion received by
any other Bank in respect of the aggregate amount of principal and interest then
due with respect to any Loan held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Loans held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Company other than its
indebtedness hereunder. The Company agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Loan, if acquired pursuant to the foregoing arrangements or if the Company has
otherwise received notice of the granting of such participation, may exercise
rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Company in the amount of such participation.

         SECTION 9.05. Amendments and Waivers. Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the Company and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent); provided that
no such amendment or waiver shall, unless signed by all the Banks, (i) increase
or decrease the Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any additional obligation, (ii)
reduce the principal of or rate of interest on any Loan or any fees hereunder,
(iii) postpone the date fixed for any payment of principal of or interest on any
Loan or any fees hereunder or for termination of any Commitment or (iv) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Loans, or the number of Banks, which shall be required for the Banks or any
of them to take any action under this Section or any other provision of this
Agreement.

         SECTION 9.06. 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, except that the Company may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.



                                       42
<PAGE>   47
         (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Company and the Agent, such Bank shall remain responsible for the performance of
its obligations hereunder, and the Company and the Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of the Company
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii), (iii) or (iv) of Section 9.05 without the consent of the Participant. The
Company agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article 8 with respect
to its participating interest. An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given effect for purposes of
this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).

         (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an
initial Commitment of not less than $10,000,000) of all, of its rights and
obligations under this Agreement and its Note, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit G hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent (which may not be
unreasonably withheld) of the Company (so long as no Event of Default exists)
and the Agent; provided that, if an Assignee is an Approved Fund, an affiliate
of such transferor Bank or was a Bank immediately before such assignment, no
such consent shall be required, and provided further that such assignment may,
but need not, include rights of the transferor Bank in respect of outstanding
Competitive Bid Loans. Upon execution and delivery of such instrument and
payment by such Assignee to such transferor Bank of an amount equal to the
purchase price agreed between such transferor Bank and such Assignee, such
Assignee shall be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank with a Commitment as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any
party shall be required. Upon the consummation of any assignment pursuant to
this subsection (c), the transferor Bank, the Agent and the Company shall make
appropriate arrangements so that, if required and requested, a new Note is
issued to the Assignee. In connection with any such assignment, the transferor
Bank shall pay to the Agent an administrative fee for processing such assignment
in the amount of $2,500. If the Assignee is not incorporated under the laws of
the United States of America or a state thereof, it shall deliver to the Company
and the Agent certification as to exemption from deduction or




                                       43
<PAGE>   48
withholding of any United States federal income taxes in accordance with Section
8.04.

         (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

         (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Company's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

         (f) The Agent, acting solely for this purpose as an agent of the
Company, shall maintain at one of its offices in the State of Delaware or New
York a copy of each Assignment and Assumption Agreement delivered to it and a
register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amount of the Loans owing to, each Bank pursuant
to the terms hereof from time to time (the "REGISTER"). The entries in the
Register shall be conclusive, and the Company, the Agent and the Banks may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Bank hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Company
and any Bank, at any reasonable time and from time to time upon reasonable prior
notice.

         SECTION 9.07. Designated Lenders. (a) Subject to the provisions of this
subsection (a), any Bank may at any time designate an Eligible Designee to
provide all or a portion of the Loans to be made by such Bank pursuant to this
Agreement; provided that such designation shall not be effective unless the
Company and the Agent consent thereto (which consents shall not be unreasonably
withheld). When a Bank and its Eligible Designee shall have signed an agreement
substantially in the form of Exhibit H hereto (a "DESIGNATION AGREEMENT") and
the Company and the Agent shall have signed their respective consents thereto,
such Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Lender shall thereafter have the right to permit such
Designated Lender to provide all or a portion of the Loans to be made by such
Designating Lender pursuant to Section 2.01 or 2.03, and the making of such
Loans or portion thereof shall satisfy the obligation of the Designating Lender
to the same extent, and as if, such Loans or portion thereof were made by the
Designating Lender. As to any Loans or portion thereof made by it, each
Designated Lender shall have all the rights that a Bank making such Loans or
portion thereof would have had under this Agreement and otherwise; provided that
(x) its voting rights under this Agreement shall be exercised solely by its
Designating Lender and (y) its Designating Lender shall remain solely
responsible to the other parties hereto for the performance of such Designated


                                       44
<PAGE>   49
Lender's obligations under this Agreement, including its obligations in respect
of the Loans or portion thereof made by it. No additional Note shall be required
to evidence the Loans or portion thereof made by a Designated Lender; and the
Designating Lender shall be deemed to hold its Note as agent for its Designated
Lender to the extent of the Loans or portion thereof funded by such Designated
Lender. Each Designating Lender shall act as administrative agent for its
Designated Lender and give and receive notices and other communications on its
behalf. Any payments for the account of any Designated Lender shall be paid to
its Designating Lender as administrative agent for such Designated Lender and
neither the Company nor the Agent shall be responsible for any Designating
Lender's application of such payments. In addition, any Designated Lender may,
with notice to (but without the prior written consent of) the Company and the
Agent, (i) assign all or portions of its interest in any Loans to its
Designating Lender or to any financial institutions consented to by the Company
and the Agent that provide liquidity and/or credit facilities to or for the
account of such Designated Lender to support the funding of Loans or portions
thereof made by it and (ii) disclose on a confidential basis pursuant to a
confidentiality agreement satisfactory in form and substance to the Company any
non-public information relating to its Loans or portions thereof to any rating
agency, commercial paper dealer or provider of any guarantee, surety, credit or
liquidity enhancement to such Designated Lender.

         (b) Each party to this Agreement agrees that it will not institute
against, or join any other person in instituting against, any Designated Lender
any bankruptcy, insolvency, reorganization or other similar proceeding under any
federal or state bankruptcy or similar law, for one year and a day after all
outstanding senior indebtedness of such Designated Lender is paid in full. The
Designating Lender for each Designated Lender agrees to indemnify, save, and
hold harmless each other party hereto for any loss, cost, damage and expense
arising out of its inability to institute any such proceeding against such
Designated Lender. This subsection (b) shall survive the termination of this
Agreement.

         SECTION 9.08. Collateral. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

         SECTION 9.09. Governing Law; Submission to Jurisdiction. This Agreement
and each Note shall be governed by and construed in accordance with the laws of
the State of New York. The Company hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Company irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum.



                                       45
<PAGE>   50
         SECTION 9.10. Counterparts; Integration. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

         SECTION 9.11. Waiver of Jury Trial. EACH OF THE COMPANY, THE AGENT AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


                                       46
<PAGE>   51
         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.


                                    NEW ROCKWELL COLLINS, INC.
                                    (to be renamed Rockwell Collins, Inc.)


                                    By:
                                       -----------------------------------------
                                         Title:
                                         Address:
                                         Attention:
                                         Telecopy:

           COMMITMENTS

           $60,000,000              THE CHASE MANHATTAN BANK


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


           $45,000,000              BANK OF AMERICA, N.A.


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


           $45,000,000              THE INDUSTRIAL BANK OF JAPAN, LTD.


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


                                       47
<PAGE>   52
           $45,000,000              UBS WARBURG


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


           $37,500,000              BANK ONE, N.A.


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


           $37,500,000              CITICORP USA INC. (CUSA)


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


           $37,500,000              FIRST UNION NATIONAL BANK


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


           $37,500,000              MELLON BANK, N.A.


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


           $37,500,000              WELLS FARGO BANK,
                                    NATIONAL ASSOCIATION


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


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


                                       48
<PAGE>   53
           $25,000,000              THE BANK OF NEW YORK


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


           $25,000,000              CREDIT LYONNAIS NEW YORK BRANCH


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



           $25,000,000              FIRSTAR BANK, N.A.


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


           $25,000,000              KEY BANK NATIONAL ASSOCIATION


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


           $17,500,000              THE MITSUBISHI TRUST
                                    AND BANKING CORPORATION


                                    By:
                                       -----------------------------------------
                                         Title:
           -----------------
           TOTAL COMMITMENTS

           $500,000,000
           =================


                                       49
<PAGE>   54
                                    THE CHASE MANHATTAN BANK, as Agent


                                    By:
                                       -----------------------------------------
                                         Title:
                                         Address:
                                         Attention:
                                         Telecopy:


                                       50