<PAGE>

                                                                  EXHIBIT 10(ee)

                                                                  CONFORMED COPY

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

                                    364-DAY


                               CREDIT AGREEMENT


                                  dated as of


                               January 25, 2000

                                     among



                                   TRW INC.

                          The Borrowing Subsidiaries
                                 Party Hereto


                           The Lenders Party Hereto


                                      and


                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent


                          SALOMON SMITH BARNEY INC.,
                             as Syndication Agent

                          ___________________________


                             CHASE SECURITIES INC.
================================================================================
<PAGE>

================================================================================
                          SALOMON SMITH BARNEY INC.,
                   as Joint Lead Arrangers and Book Managers


                             BANK OF AMERICA N.A.
                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                          as Co-Documentation Agents
================================================================================

                              TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                   ARTICLE I

                                  Definitions
                                  -----------
<TABLE>
<S>                                                                         <C>
SECTION 1.01.  Defined Terms................................................   1
SECTION 1.02.  Classification of Loans and Borrowings.......................  14
SECTION 1.03.  Terms Generally..............................................  14
SECTION 1.04.  Accounting Terms; GAAP.......................................  15

                                  ARTICLE II

                                  The Credits
                                  -----------
SECTION 2.01.  Commitments..................................................  15
SECTION 2.02.  Loans and Borrowings.........................................  15
SECTION 2.03.  Requests for Revolving Borrowings............................  16
SECTION 2.04.  Competitive Bid Procedure....................................  16
SECTION 2.05.  Funding of Borrowings........................................  18
SECTION 2.06.  Interest Elections...........................................  19
SECTION 2.07.  Termination and Reduction of Commitments.....................  20
SECTION 2.08.  Repayment of Loans; Evidence of Debt.........................  21
SECTION 2.09.  Prepayment of Loans..........................................  21
SECTION 2.10.  Fees.........................................................  22
SECTION 2.11.  Interest.....................................................  23
SECTION 2.12.  Alternate Rate of Interest...................................  23
SECTION 2.13.  Increased Costs..............................................  24
SECTION 2.14.  Break Funding Payments.......................................  25
SECTION 2.15.  Taxes........................................................  25
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..  26
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders...............  28
SECTION 2.18.  Borrowing Subsidiaries.......................................  28
SECTION 2.19.  Foreign Subsidiary Costs.....................................  29

                                  ARTICLE III

                        Representations and Warranties
                        ------------------------------

SECTION 3.01.  Organization; Powers.........................................  30
SECTION 3.02.  Authorization; Enforceability................................  30
SECTION 3.03.  Governmental Approvals; No Conflicts.........................  30
SECTION 3.04.  Financial Condition; No Material Adverse Change..............  31
</TABLE>
<PAGE>

<TABLE>
<S>                                                                        <C>
SECTION 3.05.  Litigation and Environmental Matters......................   31
SECTION 3.06.  Investment and Holding Company Status.....................   31
SECTION 3.07.  Taxes.....................................................   31
SECTION 3.08.  ERISA.....................................................   32
SECTION 3.09.  Year 2000.................................................   32

                                  ARTICLE IV

                                  Conditions
                                  ----------

SECTION 4.01.  Effective Date............................................     32
SECTION 4.02.  Each Credit Event.........................................     33
SECTION 4.03.  Initial Credit Event for each Borrowing Subsidiary........     33

                                   ARTICLE V

                             Affirmative Covenants
                             ---------------------

SECTION 5.01.  Financial Statements and Other Information................     34
SECTION 5.02.  Existence; Conduct of Business............................     35
SECTION 5.03.  Use of Proceeds...........................................     35

                                  ARTICLE VI

                              Negative Covenants
                              ------------------

SECTION 6.01.  Indebtedness.................................................  35
SECTION 6.02.  Mortgages....................................................  35
SECTION 6.03.  Sale and Lease-Back Transactions.............................  37
SECTION 6.04.  Fundamental Changes..........................................  37
SECTION 6.05.  ERISA........................................................  38
SECTION 6.06.  Change in Control............................................  38
SECTION 6.07.  Interest Coverage Ratio......................................  38
SECTION 6.08.  Minimum Consolidated Net Worth...............................  38

                                  ARTICLE VII

Events of Default...........................................................  38
-----------------

                                 ARTICLE VIII

The Administrative Agent..................................................... 40
------------------------

                                  ARTICLE IX

Guarantee...................................................................  42
---------

                                   ARTICLE X

                                 Miscellaneous
                                 -------------

SECTION 10.01. Notices......................................................  43
SECTION 10.02. Waivers; Amendments..........................................  43
SECTION 10.03. Expenses; Indemnity; Damage Waiver...........................  44
SECTION 10.04. Successors and Assigns.......................................  45
SECTION 10.05. Survival.....................................................  47
SECTION 10.06. Counterparts; Integration; Effectiveness.....................  48
SECTION 10.07. Severability.................................................  48
SECTION 10.08. Right of Setoff..............................................  48
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process...  48
SECTION 10.10. WAIVER OF JURY TRIAL.........................................  49
SECTION 10.11. Headings.....................................................  49
SECTION 10.12. Confidentiality..............................................  49
SECTION 10.13. Conversion of Currencies.....................................  50
SECTION 10.14. Interest Rate Limitation.....................................  50
SECTION 10.15. Lender Waiver................................................  50
</TABLE>
<PAGE>

                                                                               4

SCHEDULES:
---------

Schedule 2.01 -- Commitments


EXHIBITS:
--------

Exhibit A-1  --   Form of Borrowing Subsidiary Agreement
Exhibit A-2  --   Form of Borrowing Subsidiary Termination
Exhibit B    --   Form of Assignment and Acceptance
Exhibit C    --   Form of Opinion of General Counsel of the Company
Exhibit D    --   Form of Opinion of Counsel for each Borrowing Subsidiary
Exhibit E    --   Form of Compliance Certificate
<PAGE>

                    364-DAY CREDIT AGREEMENT dated as of January 25, 2000, among
               TRW INC., the BORROWING SUBSIDIARIES from time to time party
               hereto, the LENDERS from time to time party hereto, THE CHASE
               MANHATTAN BANK, as Administrative Agent and SALOMON SMITH BARNEY
               INC., as Syndication Agent.

                    The parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions
                                  -----------

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

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

          "Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing
           ------------------
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

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

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

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

          "Agreement Currency" has the meaning assigned to such term in Section
           ------------------
10.13(b).

          "Alternate Base Rate" means, for any day, a rate per annum equal to
           -------------------
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from
<PAGE>

and including the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

          "Applicable Creditor" has the meaning assigned to such term in Section
           -------------------
10.13(b).

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

          "Assignment and Acceptance" means an assignment and acceptance entered
           -------------------------
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit B or any other form approved by the Administrative Agent.

          "Attributable Debt" means, as to any particular lease under which any
           -----------------
Person is liable at the time and at any date as of which the amount thereof is
to be determined, the lesser of (a) the fair value of the property subject to
such lease (as determined by the Directors of the Company) or (b) the total net
amount of rent required to be paid by such Person under such lease during the
remaining term thereof, discounted from the respective due dates thereof to such
date at the actual interest factor included in such rent. The net amount of rent
required to be paid under any such lease for any such period shall be the
aggregate amount of the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges. In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.

          "Availability Period" means the period from and including the
           -------------------
Effective Date to but excluding the earlier of the Termination Date and the date
of termination of the Commitments.

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

          "Borrower" means the Company or any Borrowing Subsidiary.
           --------

          "Borrowing" means (a) Revolving Loans of the same Type and currency,
           ---------
made, converted or continued on the same date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect or (b) a Competitive
Loan or group of Competitive Loans of the same Type made on the same date and as
to which a single Interest Period is in effect.
<PAGE>

                                                                               3

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

          "Borrowing Subsidiary" means, at any time, each Subsidiary that has
           --------------------
been designated as a Borrowing Subsidiary by the Company pursuant to Section
2.19 and that has not ceased to be a Borrowing Subsidiary as provided in such
Section or Article VII.

          "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
           ------------------------------
Agreement substantially in the form of Exhibit A-1.

          "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
           --------------------------------
Termination substantially in the form of Exhibit A-2.

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

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

          "Change in Control" means (a) the acquisition of ownership, directly
           -----------------
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of shares
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Company by Persons who are not Continuing Directors.  For purposes of the
foregoing, "Continuing Directors" shall mean (i) the directors of the Company on
the date hereof and (ii) each other director nominated or appointed by at least
two thirds of the Continuing Directors at the time of such nomination or
appointment.

          "Change in Law" means (a) the adoption of any law, rule or regulation
           -------------
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.13(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any
<PAGE>

                                                                               4

request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

          "Chase" means The Chase Manhattan Bank and its successors.
           -----

          "Class", when used in reference to any Loan or Borrowing, refers to
           -----
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

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

          "Commitment" means, with respect to each Lender, the commitment of
           ----------
such Lender to make Revolving Loans, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.07
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.04.  The initial amount of each Lender's
Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders' Commitments is $2,300,000,000.

          "Company" means TRW Inc., an Ohio corporation.
           -------

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

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
           --------------------
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

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

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

          "Consolidated EBITDA" means, for any fiscal period, with respect to
           -------------------
the Company and its consolidated Subsidiaries, (a) Consolidated Net Income for
such period plus (b) to the extent deducted in computing such Consolidated Net
            ----
Income, without duplication, the sum of (i) income tax expense, (ii)
Consolidated Interest Expense, (iii) depreciation and amortization expense, (iv)
any extraordinary or non-recurring losses and (v) other noncash items (other
than accruals) reducing Consolidated Net Income, minus (c) to the extent added
                                                 -----
in computing such Consolidated Net Income, without duplication, the sum of (i)
any extraordinary or non-recurring gains and (ii) other noncash
<PAGE>

                                                                               5

items (other than accruals) increasing Consolidated Net Income, all as
determined on a consolidated basis in accordance with GAAP; provided that gains
                                                            --------
on sales of the Company's equity investments in publicly-traded companies and
pension income related to LucasVarity will in no event be subtracted under this
clause (c) for purposes of computing Consolidated EBITDA.

          "Consolidated Funded Debt" means the Funded Debt of the Company and
           ------------------------
the consolidated Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

          "Consolidated Interest Expense" means, for any period, the aggregate
           -----------------------------
of all interest expense of the Company and its consolidated Subsidiaries for
such period determined on a consolidated basis in accordance with GAAP.

          "Consolidated Net Assets" means the sum of (a) the total of all assets
           -----------------------
of the Company and the consolidated Subsidiaries that would appear on a
consolidated balance sheet of the Company prepared in accordance with GAAP less
(b) Consolidated Net Worth.

          "Consolidated Net Income" means, for any period, net income of the
           -----------------------
Company and the consolidated Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Net Worth" means, at any date, the consolidated
           ----------------------
shareholders' investment of the Company and the consolidated Subsidiaries,
exclusive of foreign currency translation adjustment and unrealized gains or
losses on securities as reported in the Company's financial statements under
"Other Comprehensive Income," determined as of such date.  Consolidated
shareholders' investment, foreign currency translation adjustment and unrealized
gains or losses on securities of the Company shall be as included in the annual
or quarterly financial statements of the Company, as applicable.

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

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

          "Dollars" or "$" refers to lawful money of the United States of
           -------      -
America.
<PAGE>

                                                                               6

          "Domestic Subsidiary" means each consolidated Subsidiary other than
           -------------------
(a) any consolidated Subsidiary which the Directors of the Company reasonably
determine not to be material to the business or financial condition of the
Company; (b) any consolidated Subsidiary the major portion of the assets of
which are located, or the major portion of the business of which is carried on,
outside the United States of America, its territories and possessions; (c) any
consolidated Subsidiary which, during the 12 most recent calendar months (or
such shorter period as shall have elapsed since its organization) derived the
major portion of its gross revenues from sources outside the United States of
America; (d) any consolidated Subsidiary the major portion of the assets of
which consists of securities or obligations, or both, of one or more
corporations (whether or not consolidated Subsidiaries) of the types described
in the preceding clauses (b) and (c); and (e) any consolidated Subsidiary
organized after January 1, 2000 which the Company intends shall be operated in
such manner as to come within one or more of the preceding clauses (b), (c) and
(d).

          "Effective Date" means the date on which the conditions specified in
           --------------
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

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

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

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

                                                                               7

          "Eurocurrency", when used in reference to any Loan or Borrowing,
           ------------
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

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

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
           ------------
from time to time.

          "Excluded Taxes" means (i) with respect to each Lender, taxes imposed
           --------------
on its net income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which it is organized or in which its principal
executive office or applicable lending office is located, and (ii) any United
States withholding tax imposed on such payment, but not excluding any portion of
such tax that exceeds the United States withholding tax which would have been
imposed on such a payment to such Lender under the laws and treaties in effect
when such Lender first becomes a party to this Agreement.

          "Existing Credit Agreements" means (i) the Credit Agreement dated as
           --------------------------
of January 27, 1999, and amended and restated as of February 26, 1999, among the
Company, the eligible subsidiaries referred to therein, the lenders party
thereto, Bank of America National Trust and Savings Association, Citibank, N.A.
and Barclays Bank PLC, as co-syndication agents, and Morgan Guaranty Trust
Company of New York, as administrative agent, (ii) the Revolving Credit
Agreement dated as of December 10, 1997, among the Company and the financial
institutions party thereto, (iii) the Multi-Year Revolving Credit Agreement, as
amended and restated as of May 8, 1996, among the Company and the financial
institutions party thereto, and (iv) the Multi-Currency Revolving Credit
Facility Agreement, as amended and restated as of August 7, 1997, among TRW
Finance International, Barclays Bank PLC and the financial institutions party
thereto, in each case as amended from time to time.

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

                                                                               8

          "Financial Officer" means the chief financial officer, treasurer or
           -----------------
controller of the Company.

          "Five-Year Credit Agreement" means the Five-Year Credit Agreement
           --------------------------
dated as of the date hereof among the Company, the borrowing subsidiaries from
time to time party thereto, the lenders from time to time party thereto, Chase,
as administrative agent, Chase Manhattan International Limited, as London agent
and Salomon Smith Barney Inc., as syndication agent.

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

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

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

          "Foreign Subsidiary" means any Subsidiary that is not a Domestic
           ------------------
Subsidiary.

          "Funded Debt" means all Indebtedness of the type described in clauses
           -----------
(a) and (b) of the definition thereof having a maturity of more than 12 months
from the date such Indebtedness was incurred or having a maturity of 12 months
or less but by its terms being renewable or extendable beyond 12 months from the
date such Indebtedness was incurred at the option of the obligor.

          "GAAP" means generally accepted accounting principles in the United
           ----
States of America applied in a manner consistent with the financial statements
referred to in Section 3.04(a).

          "Governmental Authority" means the government of the United States of
           ----------------------
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

          "Guarantee" of or by any Person (the "guarantor") means any
           ---------                            ---------
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
                   ---------------
indirectly, and including any obligation of
<PAGE>

                                                                               9

the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the term
                                                   --------
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

          "Guarantor Subsidiary" means any Subsidiary that shall have delivered
           --------------------
to the Administrative Agent (a) a guarantee agreement in form and substance
satisfactory to the Administrative Agent under which it shall guarantee the
payment of the Obligations and (b) such evidence as the Administrative Agent may
reasonably have requested (which may include an opinion of counsel qualified in
any relevant jurisdiction) as to the corporate power and authority of such
Subsidiary to enter into and the enforceability of such guarantee agreement and
such other matters related to such guarantee agreement as the Administrative
Agent may reasonably have determined to be material.

          "Indebtedness" of any Person means, without duplication, (a) all
           ------------
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by any Mortgage on property owned or acquired by
such Person, whether or not the Indebtedness secured thereby has been assumed,
(g) all Guarantees by such Person of Indebtedness of others, (h) all Capital
Lease Obligations of such Person, (i) all non-contingent obligations (and, for
purposes of Section 6.02 and the definition of Material Indebtedness, all
contingent obligations) of such Person to reimburse any bank or other Person in
respect of amounts paid under letters of credit and similar instruments and (j)
all obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances.  The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

          "Information Memorandum" means the Confidential Information Memorandum
           ----------------------
dated January 2000 distributed to the Lenders, together with the appendices
thereto, as amended through the date hereof.
<PAGE>

                                                                              10

          "Interest Election Request" means a request by the relevant Borrower
           -------------------------
to convert or continue a Revolving Borrowing in accordance with Section 2.06.

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

          "Interest Period" means (a) with respect to any Eurocurrency
           ---------------
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the applicable Borrower may elect and (b) with respect
to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided, that (i) if
                                                          --------
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period.  For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and, in the case of a Revolving Borrowing, thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

          "Judgment Currency" has the meaning assigned to such term in Section
           -----------------
10.13(b).

          "Lenders" means the Persons listed on Schedule 2.01 and any other
           -------
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other
<PAGE>

                                                                              11

than any such Person that shall have ceased to be a party hereto pursuant to an
Assignment and Acceptance.

          "LIBO Rate" means, with respect to any Eurocurrency Borrowing for any
           ---------
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period; provided that, to the extent that
                                             --------
an interest rate is not ascertainable pursuant to the foregoing provisions of
this definition, the "LIBO Rate" shall be the average (rounded upward, if
necessary, to the next 1/100 of 1%) of the respective interest rates per annum
at which dollar deposits of such Borrowing are offered for such Interest Period
to major banks in the London interbank market by Chase and Citibank, N.A. at
approximately 11:00 a.m., London time, on the date two Business Days prior to
the beginning of such Interest Period.

          "Loan Documents" means this Agreement, each Borrowing Subsidiary
           --------------
Agreement, each Borrowing Subsidiary Termination, and each promissory note
delivered pursuant to this Agreement.

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

          "LucasVarity" shall mean LucasVarity Limited, formerly known as
           -----------
LucasVarity plc, an English company.

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

          "Margin Stock" means "margin stock" as defined in Regulation U.
           ------------

          "Material Adverse Effect" means a material adverse effect on (a) the
           -----------------------
consolidated financial condition of the Company and the consolidated
Subsidiaries, taken as a whole or (b) the ability of the Company to perform its
payment obligations under the Loan Documents.
<PAGE>

                                                                              12

          "Material Indebtedness" means Indebtedness (other than the Loans), of
           ---------------------
any one or more of the Company and the Material Subsidiaries in an aggregate
principal amount exceeding $100,000,000.

          "Material Subsidiary" means (a) any Borrowing Subsidiary, (b) any
           -------------------
subsidiary that directly or indirectly owns or Controls any Borrowing Subsidiary
or other Material Subsidiary and (c) any other Subsidiary whose assets (or, if
such Subsidiary has subsidiaries, whose consolidated assets) are at least equal
to $100,000,000.

          "Maturity Date" means the first anniversary of the Termination Date.
           -------------

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

          "Mortgage" has the meaning assigned to such term in Section 6.02.
           --------

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

          "Obligations" means the due and punctual payment of (a) the principal
           -----------
of and premium, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to any Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and (b) all
other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of any Borrower under this Agreement and the
other Loan Documents.

          "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 any Loan Document or
from the execution, delivery, registration or enforcement of, or otherwise with
respect to, this Agreement or any Loan Document; provided that Other Taxes shall
                                                 --------
not include Excluded Taxes.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
           ----
defined in ERISA and any successor entity performing similar functions.

          "Permitted Subsidiary Indebtedness" means (a) Indebtedness under this
           ---------------------------------
Agreement or the 364-Day Credit Agreement, (b) any Indebtedness of a Subsidiary
owed to the Company or another Subsidiary, (c) Indebtedness of Guarantor
Subsidiaries, (d) any Indebtedness deemed incurred in connection with one or
more receivables securitization transactions entered into by the Company and/or
one or more Subsidiaries
<PAGE>

                                                                              13

in an aggregate amount of up to $500,000,000 (minus the amount of any such
Indebtedness of the Company) and (e) any Indebtedness of a finance Subsidiary
with no significant assets or operations to the extent (i) such Indebtedness is
Guaranteed by the Company and is not Guaranteed, or secured by assets or
obligations of, any other Subsidiary, (ii) the proceeds of such Indebtedness are
dividended to the Company or another Subsidiary or advanced to the Company and
(iii) such finance Subsidiary is not the obligee in respect of any Indebtedness
of any other Subsidiary.

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

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

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

          "Principal Property" means any single manufacturing plant, engineering
           ------------------
facility or research facility owned or leased by the Company or a Domestic
Subsidiary other than any such plant or facility or portion thereof which the
Board of Directors reasonably determines not to be of material importance to the
Company and its Subsidiaries taken as a whole.

          "Register" has the meaning set forth in Section 10.04.
           --------

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

          "Required Lenders" means, at any time, Lenders having Revolving Credit
           ----------------
Exposures and unused Commitments representing more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
                                                                      --------
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders.
<PAGE>

                                                                              14

          "Revolving Credit Exposure" means, with respect to any Lender at any
           -------------------------
time, such Lender's Applicable Percentage of the aggregate outstanding principal
amount of the Revolving Loans at such time.

          "Revolving Loan" means a Loan made pursuant to Sections 2.01 and
           --------------
2.03.

          "Specified Company Indebtedness" means, at any time, (a) all
           ------------------------------
Indebtedness of the Company secured by Mortgages that would be prohibited by
Section 6.02 but for the provisions of clause (h) thereof; (b) all Attributable
Debt of the Company related to Sale and Leaseback Transactions that would be
prohibited by Section 6.03 but for the provisions of clause (b) thereof; (c) all
Indebtedness of the Company secured by Mortgages on capital stock of or other
equity interests in Foreign Subsidiaries; and (d) all Indebtedness of the
Company that is secured by Mortgages on accounts receivable or that is deemed to
arise in connection with receivables securitization transactions, but only to
the extent the amount of such Indebtedness of the Company and the Domestic
Subsidiaries so secured or so arising exceeds $500,000,000.

          "S&P" means Standard & Poor's Ratings Services, a division of The
           ---
McGraw-Hill Companies, Inc.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
           ----------------------
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board).  Such reserve percentages shall include those
imposed pursuant to such Regulation D.  Eurocurrency Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any
comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

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

                                                                              15

such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of the Company.
           ----------

          "Taxes" means any and all present or future taxes or other charges of
           -----
any nature deducted, withheld or otherwise imposed with respect to any payment
by any Borrower pursuant to this Agreement or any Loan Document, and all
liabilities with respect thereto other than Excluded Taxes.

          "Termination Date" means January 23, 2001.
           ----------------

          "Transactions" means the execution, delivery and performance by the
           ------------
Borrowers of the Loan Documents, the borrowing of Loans and the use of the
proceeds thereof.

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

          "Wholly Owned Domestic Subsidiary" means each Domestic Subsidiary all
           --------------------------------
the outstanding shares of which, other than directors' qualifying shares, shall
at the time be owned by the Company or by the Company and one or more Wholly
Owned Domestic Subsidiaries, or by one or more Wholly Owned Domestic
Subsidiaries.

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

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

          SECTION 1.03.  Terms Generally.  The definitions of terms herein shall
                         ----------------
apply equally to the singular and plural forms of the terms defined.  Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation".  The word
"will" shall be construed to have the same meaning and effect as the word
"shall".  Unless the context requires otherwise (a) any
<PAGE>

                                                                              16

definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

          SECTION 1.04.  Accounting Terms; GAAP.  Except as otherwise expressly
                         -----------------------
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
                                                                   --------
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision  amended in accordance herewith.


                                  ARTICLE II

                                  The Credits
                                  -----------

          SECTION 2.01.  Commitments.  Subject to the terms and conditions set
                         ------------
forth herein, each Lender agrees to make Revolving Loans to any Borrower from
time to time during the Availability Period in Dollars in an aggregate principal
amount that will not result in (a) such Lender's Revolving Credit Exposure
exceeding its Commitment or (b) the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of the outstanding Competitive Loans
exceeding the total Commitments.  Within the foregoing limits, and subject to
the terms and conditions set forth herein, any Borrower may borrow, prepay and
reborrow Revolving Loans.

          SECTION 2.02.  Loans and Borrowings.  (a)  Each Revolving Loan shall
                         ---------------------
be made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments.  Each Competitive Loan
shall
<PAGE>

                                                                              17

be made in accordance with the procedures set forth in Section 2.04. The failure
of any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the Commitments and
                                           --------
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required hereunder.

          (b)  Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower
may request in accordance herewith, and (ii) each Competitive Borrowing shall be
comprised entirely of Eurocurrency Loans or Fixed Rate Loans as the applicable
Borrower may request in accordance herewith.  Each Lender at its option may make
any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
                               --------
not affect the obligation of any Borrower to repay such Loan in accordance with
the terms of this Agreement.

          (c)  At the commencement of each Interest Period for any Revolving
Borrowing, such Revolving Borrowing shall be in an aggregate amount that is at
least equal to $10,000,000 and an integral multiple of $5,000,000; provided that
                                                                   --------
an ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Commitments.  Each Competitive Borrowing
shall be in an aggregate amount that is an integral multiple of $5,000,000 and
not less than $10,000,000.  Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
                              --------
than a total of 20 Eurocurrency Revolving Borrowings outstanding.

          (d)  Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

          SECTION 2.03.  Requests for Revolving Borrowings.   To request a
                         -----------------------------------
Borrowing, the applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (b)
in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time,
on the Business Day of the proposed Borrowing.  Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the applicable Borrower, or
by the Company on behalf of the applicable Borrower.  Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:
<PAGE>

                                                                              18

          (i)    the Borrower requesting such Borrowing (or on whose behalf the
     Company is requesting such Borrowing);

          (ii)   the aggregate principal amount of the requested Borrowing;

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

          (iv)   whether the requested Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing;

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

          (vi)   the location and number of the Borrower's account to which
     funds are to be disbursed, which shall comply with the requirements of
     Section 2.05.

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

          SECTION 2.04.  Competitive Bid Procedure.  (a)  Subject to the terms
                         --------------------------
and conditions set forth herein, from time to time during the Availability
Period any Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans, in each
case denominated in Dollars; provided that after giving effect to any Borrowing
                             --------
of Competitive Loans the sum of the total Revolving Credit Exposures plus the
aggregate principal amount of the outstanding Competitive Loans shall not exceed
the total Commitments.  To request Competitive Bids, the Company or the
applicable Borrowing Subsidiary shall notify the Administrative Agent of such
request by telephone, in the case of a Eurocurrency Borrowing, not later than
11:00 a.m., New York City time, four Business Days before the date of the
proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than
10:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that the Borrowers may submit up to (but not more than)
           --------
three Competitive Bid Requests on the same day.  Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by the relevant Borrower.  Each
such telephonic and written
<PAGE>

                                                                              19

Competitive Bid Request shall specify the following information in compliance
with Section 2.02:

          (i)    the Borrower requesting such Borrowing (or on whose behalf the
     Company is requesting such Borrowing);

          (ii)   the aggregate principal amount of the requested Borrowing;

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

          (iv)   whether such Borrowing is to be a Eurocurrency Borrowing or a
     Fixed Rate Borrowing;

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

          (vi)   the location and number of the Borrower's account to which
     funds are to be disbursed, which shall comply with the requirements of
     Section 2.05.

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

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

                                                                              20

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

          (d)  Subject only to the provisions of this paragraph, the Borrower
may accept or reject any Competitive Bid.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurocurrency Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date
of the proposed Competitive Borrowing; provided that (i) the failure of the
                                       --------
Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if the relevant Borrower rejects a Competitive
Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by the Borrower shall not exceed the aggregate amount
of the requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, the
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless the amount of such
Competitive Loan is an integral multiple of $5,000,000; provided further that if
                                                        ----------------
a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may have a minimum amount
of $1,000,000 and in calculating the pro rata allocation of acceptances of
portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to integral multiples of
$1,000,000 in a manner determined by the Borrower.  A notice given by a Borrower
pursuant to this paragraph shall be irrevocable.

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

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

                                                                              21

          SECTION 2.05.  Funding of Borrowings.  (a)  Each Lender shall make
                         ----------------------
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained by the Administrative Agent and
designated by such Borrower in the applicable Borrowing Request or Competitive
Bid Request.

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

          SECTION 2.06.  Interest Elections.  (a)  Each Revolving Borrowing
                         -------------------
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter, the
relevant Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing,
may elect Interest Periods therefor, all as provided in this Section.  A
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.  This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

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

                                                                              22

Interest Election Request in a form approved by the Administrative Agent and
signed by the relevant Borrower, or by the Company on its behalf.

          (c)  Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

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

          (ii)  the aggregate principal amount of the requested Borrowing;

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

          (iv)  whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing; and

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

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

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

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

                                                                              23

          SECTION 2.07.  Termination and Reduction of Commitments.  (a)  Unless
                         -----------------------------------------
previously terminated, the Commitments shall terminate on the Termination Date.

          (b)  The Company may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
                         --------
shall be in an amount that is an integral multiple of $10,000,000 and (ii) the
Company shall not terminate or reduce the Commitments if, after giving effect to
any concurrent prepayment of the Loans in accordance with Section 2.09, the sum
of the Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments.

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

          SECTION 2.08.  Repayment of Loans; Evidence of Debt.  (a)  Each
                         -------------------------------------
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Competitive Loan
on the last day of the Interest Period applicable to such Loan.

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

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

                                                                              24

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

          (e)  Any Lender may request that Loans made by it be evidenced by a
promissory note.  In such event, each Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.09.  Prepayment of Loans.  (a)  Any Borrower shall have the
                         --------------------
right at any time and from time to time to prepay any Borrowing of such Borrower
in whole or in part, subject to prior notice in accordance with paragraph (c) of
this Section; provided that a Borrower shall not have the right to prepay any
              --------
Competitive Loan without the prior consent of the Lender thereof.

          (b)  In the event and on each occasion that the sum of the aggregate
Revolving Credit Exposures and the aggregate outstanding principal amount of the
Competitive Loans exceeds 105% of the total Revolving Commitments, the Borrowers
shall promptly prepay Revolving Borrowings in an aggregate amount equal to such
excess.  The Administrative Agent shall promptly notify the Company in the event
it determines that any prepayment is required under this paragraph.

          (c)  The Company shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment.  Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
                                                                     --------
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.07, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07.  Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof.   Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same Type as provided in Section 2.02.
Each
<PAGE>

                                                                              25

prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.11.

          SECTION 2.10.  Fees.  (a)  The Company agrees to pay to the
                         -----
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the rate of .10% per annum on the daily amount of the Commitment of
such Lender (whether used or unused) during the period from and including the
date hereof to but excluding the date on which such Commitment terminates;
provided that, if such Lender continues to have any Revolving Credit Exposure
--------
after its Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of such Lender's Revolving Credit Exposure from and
including the date on which its Commitment terminates to but excluding the date
on which such Lender ceases to have any Revolving Credit Exposure.  Accrued
facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof;
provided that any facility fees accruing after the date on which the Commitments
--------
terminate shall be payable on demand.  All facility fees shall be computed on
the basis of a year of 365 days (or 366 days in the case of a leap year) and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

          (b)  For any day on which the sum of the total Revolving Credit
Exposure plus the aggregate principal amount of the outstanding Competitive
Loans shall be greater than 33-1/3% of the total Commitments, and for each day
after the Commitments shall have terminated, the Borrower shall pay to the
Administrative Agent for the account of each Lender a utilization fee which
shall accrue at the rate of .125% per annum on the aggregate amount of such
Lender's outstanding Loans on such day.  The accrued utilization fees, if any,
shall be payable in arrears on the last day of each March, June, September and
December and on the date on which the Commitments shall have terminated and no
Loans shall be outstanding.  All utilization fees shall be computed on the basis
of a year of 365 days (or 366 days in the case of a leap year) and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

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

          (d)  All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees and utilization fees, to the Lenders.  Fees paid shall
not be refundable absent manifest error in payment or computation.
<PAGE>

                                                                              26

          SECTION 2.11.  Interest.  (a)  The Loans comprising each ABR Borrowing
                         ---------
shall bear interest at the Alternate Base Rate.

          (b)  The Loans comprising each Eurocurrency Borrowing shall bear
interest (i) in the case of a Eurocurrency Revolving Loan, at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus .525% per annum,
or (ii) in the case of a Eurocurrency Competitive Loan, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

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

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

          (e)  Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to
                                --------
paragraph (d) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

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

          SECTION 2.12.  Alternate Rate of Interest.  If prior to the
                         ---------------------------
commencement of any Interest Period for a Eurocurrency Borrowing:
<PAGE>

                                                                              27

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

          (b)  the Administrative Agent is advised by the Required Lenders (or,
     in the case of a Eurocurrency Competitive Loan, the Lender that is required
     to make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as
     applicable, for such Interest Period will not adequately and fairly reflect
     the cost to such Lenders (or Lender) of making or maintaining their Loans
     (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, (ii) any Borrowing Request for a Eurocurrency Revolving Borrowing
shall be deemed a request for an ABR Borrowing and (iii) any request by a
Borrower for a Eurocurrency Competitive Borrowing shall be ineffective; provided
                                                                        --------
that if the circumstances giving rise to such notice do not affect all the
Lenders, then requests by a Borrower for Eurocurrency Competitive Borrowings may
be made to Lenders that are not affected thereby.

          SECTION 2.13.  Increased Costs.  (a)  If any Change in Law shall:
                         ----------------

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

          (ii) impose on any Lender or the London interbank market any other
     condition affecting this Agreement or Eurocurrency Loans or Fixed Rate
     Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Company will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.
<PAGE>

                                                                              28

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

          (c)  A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Company and shall be conclusive absent manifest error.  The Company shall pay
such Lender, as the case may be, the amount shown as due on any such certificate
within 15 days after receipt thereof.

          (d)  Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Company shall not be required to
                          --------
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 45 days prior to the date that such Lender
notifies the Company of the Change in Law giving rise to such increased costs or
reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
-------- -------
or reductions is retroactive, then the 45-day period referred to above shall be
extended to include the period of retroactive effect thereof.

          (e)  Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.14.  Break Funding Payments.  In the event of (a) the
                         -----------------------
payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto, (d) the failure to borrow any Competitive
Loan after accepting the Competitive Bid to make such Loan, or (e) the
assignment of any Eurocurrency Loan or Fixed Rate Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Company pursuant to Section 2.17, then, in any such event, the Company shall
compensate each Lender for the loss, cost and expense attributable to such
event.  In the case of a
<PAGE>

                                                                              29

Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurocurrency
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall
pay such Lender the amount shown as due on any such certificate within 15 days
after receipt thereof.

          SECTION 2.15.  Taxes. (a) Each payment by a Borrower to or for the
                         ------
account of a Lender hereunder or under any Loan Document shall be made without
deduction for any Taxes or Other Taxes; provided that, if a Borrower shall be
required by law to deduct any Taxes or Other Taxes from such payment, (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) such Lender receives an amount equal to the sum it would have
received had no such deduction been made, (ii) such Borrower shall make such
deduction, (iii) such Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law
and (iv) such Borrower shall promptly furnish to the Administrative Agent, at
its address specified in or pursuant to Section 10.01, the original or a
certified copy of a receipt evidencing payment thereof or other reasonably
satisfactory evidence thereof.

          (b)  The relevant Borrower shall indemnify each Lender for the full
amount of any Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted (whether or not correctly) by any jurisdiction
on amounts payable under this Section) paid by such Lender with respect to
amounts paid by such Borrower pursuant to this Agreement or any Loan Document,
and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be paid within 15 days after
the later of the date such Lender makes demand therefor and the date such
payment is made.

          (c)  Each Lender organized under the laws of a jurisdiction outside
the United States, before it signs and delivers this Agreement in the case of
each Lender listed on the signature pages hereof and before it becomes a Lender
in the case of each other Lender, and from time to time thereafter if requested
in writing by the Company (but only so long as such Lender remains lawfully able
to do so), shall provide the
<PAGE>

                                                                              30

Company and the Administrative Agent with Internal Revenue Service form W-8BEN
or W-8ECI in duplicate, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party which exempts
such Lender from United States withholding tax or reduces the rate of
withholding tax on payments of interest for the account of such Lender or
certifying that the income receivable by it pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

          (d)  For any period with respect to which a Lender has failed to
provide the Company or the Administrative Agent with the appropriate form as
required by paragraph (c) above (unless such failure is due to a change in
treaty, law or regulation occurring after the date on which such form originally
was required to be provided or results from the Company's failure to make a
timely written request pursuant to paragraph (c) above), such Lender shall not
be entitled to indemnification under paragraphs (a) or (b) above with respect to
Taxes imposed by the United States; provided that if a Lender, 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 Borrowers shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.

          SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Set-
                         ------------------------------------------------------
offs.  (a)  Each Borrower shall make each payment required to be made by it
----
hereunder or under any other Loan Document (whether of principal, interest,
fees, or of amounts payable under Section 2.13, 2.14 or 2.15, or otherwise)
prior to 2:00 p.m., New York City time, on the date when due, in immediately
available funds, without set-off or counterclaim.  All such payments shall be
made to the Administrative Agent to such account as it shall from time to time
specify at its offices at 270 Park Avenue, New York, New York, or, in any such
case, at such other address as the Administrative Agent shall from time to time
specify in a notice delivered to the Company; provided that payments pursuant to
                                              --------
Section 2.13, Section 2.14, Section 2.15 and Section 10.03 shall be made
directly to the Persons entitled thereto.  The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension.  All payments hereunder shall be made in Dollars.

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

                                                                              31

then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties.

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

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

          (e)  If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such
<PAGE>

                                                                              32

Lender's obligations under such Sections until all such unsatisfied obligations
are fully paid.

          SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.  (a)
                         -----------------------------------------------
If any Lender requests compensation under Section 2.13, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender.

          (b)  If any Lender requests compensation under Section 2.13, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all its interests, rights and obligations under the Loan
Documents (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Company
                                              --------
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans), accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Company (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

          SECTION 2.18.  Borrowing Subsidiaries.  On or after the Effective
                         -----------------------
Date, the Company may designate any Subsidiary of the Company as a Borrowing
Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary
Agreement executed by such Subsidiary and the Company, and upon such delivery
such Subsidiary shall for all purposes of this Agreement be a Borrowing
Subsidiary and a party to this Agreement until the Company shall have executed
and delivered to the Administrative Agent a Borrowing Subsidiary Termination
with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a
Borrowing Subsidiary and a party to this Agreement.
<PAGE>

                                                                              33

Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will
become effective as to any Borrowing Subsidiary at a time when any principal of
or interest on any Loan to such Borrowing Subsidiary shall be outstanding
hereunder, provided that such Borrowing Subsidiary Termination shall be
           --------
effective to terminate such Borrowing Subsidiary's right to make further
Borrowings under this Agreement. Promptly following receipt of any Borrowing
Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each
Lender.

          SECTION 2.19.  Foreign Subsidiary Costs.  (a) If the cost to any
                         -------------------------
Lender of making or maintaining any Loan to a Borrowing Subsidiary is increased
(or the amount of any sum received or receivable by any Lender (or its
applicable lending office) is reduced) by an amount deemed in good faith by such
Lender to be material, by reason of the fact that such Borrowing Subsidiary is
incorporated in, or conducts business in, a jurisdiction outside the United
States, such Borrowing Subsidiary shall indemnify such Lender for such increased
cost or reduction within 15 days after demand by such Lender (with a copy to the
Administrative Agent).  A certificate of such Lender claiming compensation under
this paragraph and setting forth the additional amount or amounts to be paid to
it hereunder (and the basis for the calculation of such amount or amounts) shall
be conclusive in the absence of manifest error.

          (b) Each Lender will promptly notify the Company and the
Administrative Agent of any event of which it has knowledge that will entitle
such Lender to additional interest or payments pursuant to paragraph (a) above,
but in any event within 45 days after such Lender obtains actual knowledge
thereof; provided that (i) if any Lender fails to give such notice within 45
         --------
days after it obtains actual knowledge of such an event, such Lender shall, with
respect to compensation payable pursuant to this Section 2.19 in respect of any
costs resulting from such event, only be entitled to payment under this Section
2.19 for costs incurred from and after the date 45 days prior to the date that
such Lender does give such notice and (ii) each Lender will designate a
different applicable lending office, if, in the judgment of such Lender, such
designation will avoid the need for, or reduce the amount of, such compensation
and will not be otherwise disadvantageous to such Lender.

                                  ARTICLE III

                        Representations and Warranties
                        ------------------------------

           The Company represents and warrants to the Lenders that:
<PAGE>

                                                                              34

          SECTION 3.01.  Organization; Powers.  The Company and each Borrowing
                         ---------------------
Subsidiary is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

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

          SECTION 3.03.  Governmental Approvals; No Conflicts.  The Transactions
                         -------------------------------------
require no action by or in respect of, or filing with, any governmental body,
agency or official (other than (i) Exchange Act reporting requirements and (ii)
actions which have been taken, and filings which have been made, and are in full
force and effect) and do not and will not contravene, or constitute a default
under, any provision of applicable law or regulation or of the Amended Articles
of Incorporation or Regulations (or comparable documents) of the Company or any
Borrowing Subsidiary or of any agreement for borrowed money or other material
agreement binding upon the Company or any Borrowing Subsidiary.

          SECTION 3.04.  Financial Condition; No Material Adverse Change.  (a)
                         ------------------------------------------------
The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows (i) as of and
for the fiscal year ended December 31, 1998, reported on by Ernst & Young LLP,
independent public accountants, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended September 30, 1999.  Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Company and the consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above.

          (b)  As of the date of this Agreement, there has been no material
adverse change in the business, financial position or results of operations of
the Company and the consolidated Subsidiaries, taken as a whole, since December
31, 1998 (other than those changes relating to or arising out of, directly or
indirectly, the acquisition of LucasVarity).
<PAGE>

                                                                              35

          SECTION 3.05.  Litigation and Environmental Matters.  (a)  As of the
                         -------------------------------------
date of this Agreement, there are no material legal proceedings, other than
ordinary routine litigation incidental to the business, to which the Company or
any of the consolidated Subsidiaries is a party or to which any of their
respective properties is subject that are required to be disclosed in the
Company's periodic reports under the Exchange Act and that have not been so
disclosed or that involve this Agreement, any other Loan Document or the
Transactions.

          (b)  The Company has established accruals for matters that are
probable and reasonably estimable as required by FASB Statement No. 5,
"Accounting for Contingencies."  To the Company's knowledge, any liability that
may result from the resolution of known environmental matters in excess of
amounts accrued therefor will not have a Material Adverse Effect.

          SECTION 3.06.  Investment and Holding Company Status.  Neither the
                         --------------------------------------
Company nor any of the Borrowing Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

          SECTION 3.07.  Taxes.  As of the date of this Agreement, the Company
                         ------
and the consolidated Subsidiaries have timely filed or caused to be filed all
material Tax returns and reports required to have been filed and has paid or
caused to be paid all Taxes required to have been paid by it, except (a) Taxes
that are being contested in good faith by appropriate proceedings and for which
the Company or such Subsidiary, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.08.  ERISA.  As of the date of this Agreement, no ERISA
                         ------
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect.  As
of the date of this Agreement, each member of the controlled group of
corporations (as defined in Section 414(b) of the Code) which includes the
Company has fulfilled its obligations under the minimum funding standards of
ERISA and the Code with respect to each defined benefit plan maintained by the
Company and the consolidated Subsidiaries.

          SECTION 3.09.  Year 2000.  As of the date of this Agreement, there has
                         ----------
not occurred, and the Company does not expect that there will occur, any
material disruption in the operations or business systems of the Company or the
consolidated Subsidiaries, taken as a whole, resulting from the inability of
computer systems of the
<PAGE>

                                                                              36

Company and the consolidated Subsidiaries or equipment containing embedded
microchips to recognize or properly process dates in or following the year 2000.

                                  ARTICLE IV

                                  Conditions
                                  ----------

          SECTION 4.01.  Effective Date.  The obligations of the Lenders to make
                         ---------------
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.02):

          (a)  The Administrative Agent (or its counsel) shall have received
     from each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b)  The Administrative Agent shall have received the favorable
     written opinions (addressed to the Administrative Agent and the Lenders and
     dated the Effective Date) of the General Counsel of the Company,
     substantially in the form of Exhibit C, and covering such other matters
     relating to the Borrowers, this Agreement, the other Loan Documents or the
     Transactions as the Administrative Agent or the Required Lenders shall
     reasonably request.  The Borrowers hereby request such counsel to deliver
     such opinion.

          (c)  The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of each
     of the Borrowers, the authorization of the Transactions and any other legal
     matters relating to the Borrowers, this Agreement, the other Loan Documents
     or the Transactions, all in form and substance satisfactory to the
     Administrative Agent and its counsel.

          (d)  The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer of the Company, confirming compliance with the conditions
     set forth in paragraphs (a) and (b) of Section 4.02.

          (e)  The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Effective Date, including, to
     the extent invoiced, reimbursement or payment of all out-of-pocket expenses
     required to be reimbursed or paid by the Company hereunder or under any
     other Loan Document.
<PAGE>

                                                                              37

          (f)  All loans outstanding under the Existing Credit Agreements shall
     have been repaid, together with accrued interest and facility fees due
     thereunder, and the Existing Credit Agreements shall have been terminated.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 10.02) on or prior to January 25, 2000
(and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

          SECTION 4.02.  Each Credit Event.  The obligation of each Lender to
                         ------------------
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

          (a)  The representations and warranties of the Borrowers set forth in
     this Agreement shall be true and correct on and as of the date of such
     Borrowing (except that, in the case of the representations and warranties
     set forth in Section 3.04(b), Section 3.05, Section 3.07, Section 3.08 and
     Section 3.09, such representations and warranties shall be true and correct
     on and as of the date of this Agreement).

          (b)  At the time of and immediately after giving effect to such
     Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrowers on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

          SECTION 4.03.  Initial Credit Event for each Borrowing Subsidiary.
                         ---------------------------------------------------
The obligation of each Lender to make Loans to any Borrowing Subsidiary is
subject to the satisfaction of the following conditions:

          (a)  The Administrative Agent (or its counsel) shall have received
     such Borrowing Subsidiary's Borrowing Subsidiary Agreement duly executed by
     all parties thereto.

          (b)  The Administrative Agent shall have received a favorable written
     opinion of counsel for such Borrowing Subsidiary reasonably satisfactory to
     the Administrative Agent, substantially in the form of Exhibit D and
     covering such other matters relating to such Borrowing Subsidiary or its
     Borrowing Subsidiary Agreement as the Administrative Agent shall reasonably
     request.
<PAGE>

                                                                              38

          (c)  The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of such
     Borrowing Subsidiary, the authorization of the Transactions insofar as they
     relate to such Borrowing Subsidiary and any other legal matters relating to
     such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such
     Transactions, all in form and substance satisfactory to the Administrative
     Agent and its counsel.

                                   ARTICLE V

                             Affirmative Covenants
                             ---------------------

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

          SECTION 5.01.  Financial Statements and Other Information.  The
                         -------------------------------------------
Company will furnish to the Administrative Agent and each Lender:

          (a) promptly upon the availability thereof and in any event within 120
     days after each fiscal year, a copy of the Company's Annual Report to
     Shareholders and its Annual Report on Form 10-K for the fiscal year then
     ended, as filed with the Securities and Exchange Commission and which will
     include an annual audit report of the Company, prepared on a consolidated
     basis and in accordance with the Company's then current method of
     accounting, which method must be in accordance with GAAP, duly certified by
     independent certified public accountants of nationally recognized standing
     selected by the Company;

          (b) promptly upon the availability thereof and in any event within 60
     days after each fiscal quarter (except the last fiscal quarter) of each
     fiscal year, a copy of the Company's Quarterly Report on Form 10-Q for the
     fiscal quarter then ended, as filed with the Securities and Exchange
     Commission;

          (c) contemporaneously with the furnishing of a copy of each Annual
     Report on Form 10-K provided for in paragraph (a) and of each Quarterly
     Report on Form 10-Q provided for in paragraph (b), a duly completed
     certificate of a Financial Officer of the Company in the form of Exhibit E
     (each such certificate called a "Compliance Certificate"), showing
                                      ----------------------
     compliance with the covenants set forth in Sections 6.07 and 6.08, and
     certifying that no Default or Event of Default has occurred and is
     continuing or, if there is any such an event, describing it and the steps,
     if any, being taken to cure it;
<PAGE>

                                                                              39

          (d) within five Business Days after any Financial Officer obtains
     knowledge of any Default, if such Default is then continuing, a certificate
     of a Financial Officer setting forth the details thereof and the action
     which the Company is taking or proposes to take with respect thereto;

          (e) promptly upon the filing thereof, copies of each Current Report on
     Form 8-K filed by the Company with the SEC; and

          (f) from time to time such additional information concerning the
     Company as the Administrative Agent, at the request of any Lender, may
     reasonably request.

Information required to be delivered pursuant to paragraph (a), (b) or (e) above
shall be deemed to have been delivered on the date on which the Company provides
notice to the Lenders that such information has been posted on the Company's
website on the internet at the website address listed on the signature pages
hereof, at sec.gov/edaux/searches.htm or at another website identified in such
notice and accessible by the Lenders without charge; provided that (i) such
                                                     --------
notice may be included in a certificate delivered pursuant to paragraph (c)
above and (ii) the Company shall deliver paper copies of the information
referred to in paragraph (e) above to any Lender which requests such delivery.

          SECTION 5.02.  Existence; Conduct of Business.  The Company will, and
                         -------------------------------
will cause each of the Borrowing Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
                                --------
any merger, consolidation, liquidation or dissolution permitted under Section
6.04.

          SECTION 5.03.  Use of Proceeds.  The Borrowers will use the proceeds
                         ----------------
of the Loans only for general corporate purposes, including commercial paper
backup and the financing of acquisitions.  No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U and X.

                                  ARTICLE VI

                              Negative Covenants
                              ------------------
<PAGE>

                                                                              40

          Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full,
the Company covenants and agrees with the Lenders that:

          SECTION 6.01.  Indebtedness of Subsidiaries.  The Company will not
                         -----------------------------
permit the sum of (a) the aggregate outstanding principal amount of Indebtedness
of Subsidiaries (other than Permitted Subsidiary Indebtedness) and (b) Specified
Company Indebtedness at any time to exceed 15% of Consolidated Net Assets.

          SECTION 6.02.  Mortgages.  The Company will not, and will not permit
                         ----------
any Domestic Subsidiary to, directly or indirectly, create or assume any
mortgage, encumbrance, lien, pledge, charge, or security interest of any kind
(collectively and individually, a "Mortgage") upon or in any of its interests in
any Principal Property or upon or in any shares of capital stock or Indebtedness
of any Domestic Subsidiary, whether such interest, capital stock or Indebtedness
is now owned or hereafter acquired, if such mortgage secures or is intended to
secure, directly or indirectly, the payment of any Indebtedness; excluding,
however, from the operation of this Section 6.02:

          (a) Mortgages on any Principal Property acquired, constructed, or
     improved by the Company or any Domestic Subsidiary after January 1, 2000,
     which are created or assumed contemporaneously with, or within 120 days
     after, such acquisition or completion of such construction or improvement
     to secure or provide for the payment of any part of the purchase price of
     such Principal Property or the cost of such construction or improvement
     incurred after January 1, 2000, or, in addition to Mortgages contemplated
     by clauses (b) and (c) below, Mortgages on any such Principal Property
     existing at the time or placed thereon at the time of acquisition or
     leasing thereof by the Company or any Domestic Subsidiary, or conditional
     sales agreements or other title retention agreements with respect to any
     Principal Property now owned or leased or hereafter acquired or leased by
     the Company or a Domestic Subsidiary;

          (b) Mortgages on property (including shares of capital stock or
     Indebtedness of a corporation) of a corporation existing at the time such
     corporation becomes a Domestic Subsidiary or is merged or consolidated with
     the Company or a Domestic Subsidiary or existing at the time of a sale,
     lease, or other disposition of the properties of such corporation (or a
     division thereof) or other Person as an entirety or substantially as an
     entirety (which includes the sale, lease, or other disposition of all or
     substantially all the assets thereof) to the Company or a Domestic
     Subsidiary, provided that no such Mortgage shall extend to any other
     Principal Property of the Company or any Domestic Subsidiary or to any
     shares of capital stock or any Indebtedness of any Domestic Subsidiary;
<PAGE>

                                                                              41

          (c) Mortgages created by the Company or a Domestic Subsidiary to
     secure Indebtedness of the Company or a Domestic Subsidiary to the Company
     or to a wholly owned Subsidiary;

          (d) Mortgages in favor of the United States of America or any State,
     territory or possession thereof, or any foreign country or any department,
     agency, instrumentality, or political subdivision of any of such domestic
     or foreign jurisdictions to secure partial, progress, advance or other
     payments pursuant to any contract or statute or to secure any Indebtedness
     incurred for the purpose of financing all or any part of the purchase price
     of, or the cost of constructing, the property subject to such Mortgages;

          (e) Mortgages for the sole purpose of extending, renewing, or
     replacing (or successively extending, renewing, or replacing) in whole or
     in part any mortgage existing on January 1, 2000, or referred to in the
     foregoing clauses (a) to (d) inclusive or of any Indebtedness secured
     thereby; provided, however, that the principal amount of Indebtedness
              --------  -------
     secured thereby shall not exceed the principal amount of Indebtedness so
     secured at the time of such extension, renewal, or replacement and that
     such extension, renewal, or replacement Mortgage shall be limited to all or
     a part of the property which secured the Mortgage so extended, renewed, or
     replaced (plus improvements on such property);

          (f) Mortgages on Margin Stock, if and to the extent that the value of
     such Margin Stock exceeds 25% of the total assets of the Company and its
     Subsidiaries subject to this Section;

          (g) Mortgages under which effective provision is made for all Loans to
     be secured equally and ratably with any other Indebtedness secured,
     directly or indirectly, thereby; and

          (h) Mortgages (other than Mortgages permitted by any of the foregoing
     clauses) if, at the time of creation or assumption thereof and after giving
     effect thereto, the aggregate principal amount of (i) the Indebtedness
     secured by such Mortgages and (ii) the Attributable Indebtedness related to
     Sale and Leaseback Transactions permitted under clause (b) of Section 6.03
     does not exceed 5% of Consolidated Net Assets, determined as of a date not
     more than 95 days prior to such creation or assumption.

          SECTION 6.03.  Sale and Lease-Back Transactions.  (a) The Company will
                         --------------------------------
not, and will not permit any Domestic Subsidiary to, sell, lease or transfer any
Principal Property owned by the Company or a Domestic Subsidiary as an entirety,
or any substantial portion thereof, to anyone other than a Wholly Owned Domestic
Subsidiary (or the Company or a Wholly Owned Domestic Subsidiary in the case of
a Domestic
<PAGE>

                                                                              42

Subsidiary) with the intention of taking back a lease of such property (herein
referred to as a "Sale and Leaseback Transaction") except a lease for a period
                  ------------------------------
of not more than 36 months by the end of which it is intended that the use of
such property by the lessee will be discontinued; provided, that notwithstanding
                                                  --------
the foregoing, the Company or any Domestic Subsidiary may sell any such property
and lease it back if the net proceeds of such sale are at least equal to the
fair value (as determined by resolution adopted by the Board of Directors of the
Company) of such property, and (i) the Company or such Domestic Subsidiary would
be entitled pursuant to paragraphs (a)-(g) of Section 6.03 to create
Indebtedness secured by a Mortgage on the property to be leased in an amount
equal to the Attributable Debt with respect to such Sale and Leaseback
Transaction without equally and ratably securing all the Loans, or (ii) if such
sale or transfer does not come within the exception provided by the preceding
clause (i), the net proceeds of such sale shall, and in any such case the
Company covenants that they will, within 120 days after such sale, be applied
(to the greatest extent possible) either to the repayment of the Loans then
outstanding when due (whereupon the Commitments shall be reduced, on a pro rata
basis, to the extent that such net proceeds are so applied) or to the retirement
of Consolidated Funded Debt of the Company ranking at least on a parity with the
Loans, or in part to one or more of such alternatives and in part to another.

     (b) Notwithstanding the provisions of paragraph (a) above, the Company
and/or any Domestic Subsidiary may enter into Sale and Leaseback Transactions
if, at the time of such entering into, and after giving effect thereto, the
aggregate amount of (i) Attributable Indebtedness related to such Sale and
Leaseback Transactions and (ii) Indebtedness secured by Mortgages permitted
under clause (h) of Section 6.02 does not exceed 5% of Consolidated Net Assets,
determined as of a date not more than 95 days prior to such creation or
assumption.

          SECTION 6.04.  Fundamental Changes.  The Company will not merge into
                         -------------------
or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing (i) any Person may merge into
the Company in a transaction in which the Company is the surviving corporation
and (ii) the Company may merge into or consolidate with any other Person in a
transaction the primary purpose of which is to effect a reincorporation of the
Company under the laws of another state.

          SECTION 6.05.  ERISA.  The Company will not allow an ERISA Event to
                         -----
occur that, when taken together with all other ERISA Events that have occurred,
could reasonably be expected to result in a Material Adverse Effect.
<PAGE>

                                                                              43

          SECTION 6.06.  Change in Control. The Company will not permit to
                         -----------------
occur any Change in Control.

          SECTION 6.07.  Interest Coverage Ratio. The Company will not permit
                         -----------------------
the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in
each case for any period of four consecutive fiscal quarters ending after the
date hereof, to be less than 3.00 to 1.00.

          SECTION 6.08.  Minimum Consolidated Net Worth. The Company will not
                         ------------------------------
permit Consolidated Net Worth to be less, at any date, than the sum of (i)
$1,600,000,000, (ii) 50% of Consolidated Net Income for each completed fiscal
quarter of the Company that shall have begun after December 31, 1999 (excluding
any fiscal quarter for which Consolidated Net Income is negative), and (iii) 50%
of the amount by which Consolidated Net Worth is increased after the date hereof
as a result of issuances of equity securities by the Company.

                                  ARTICLE VII

                               Events of Default
                               -----------------

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

          (a) default in the payment when due of any principal of any Loan or
     default in the payment when due of interest on any Loan or fees payable by
     any Borrower hereunder and continuance of such failure to pay interest or
     fees for five Business Days after written notice thereof to the Company
     from the Administrative Agent at the request of the Lender to which such
     amounts are owed;

          (b) a default in the payment when due at maturity or on the date of
     any required prepayment, redemption or repurchase  (subject to any
     applicable grace period) or by acceleration of any Material Indebtedness,
     or a default in the performance or observance of any obligation or
     condition with respect to any Material Indebtedness if such default results
     in the acceleration of the maturity of such Material Indebtedness; provided
                                                                        --------
     that, if any such default shall subsequently be remedied, cured, or waived
     prior to either the termination of the Commitments or the declaration that
     all Loans are immediately due and payable, in each case pursuant to this
     Article VII, and as a result the payment of such Material Indebtedness is
     no longer due, the Event of Default existing hereunder by reason thereof
     shall likewise be deemed thereupon to be remedied, cured, or waived and no
     longer in existence, all without any further action by the parties hereto;
<PAGE>

                                                                              44

          (c) the Company or any Material Subsidiary generally fails to pay, or
     admits in writing its inability to pay, debts as they become due; or the
     Company or any Material Subsidiary applies for, consents to, or acquiesces
     in the appointment of, a trustee, receiver, or other custodian for the
     Company or any Material Subsidiary or for a substantial part of the
     property thereof, or makes a general assignment for the benefit of
     creditors; or, in the absence of such application, consent or acquiescence,
     a trustee, or receiver, or other custodian is appointed for the Company or
     any Material Subsidiary or for a substantial part of the property of the
     Company or any Material Subsidiary; or any bankruptcy, reorganization, debt
     arrangement, or other case or proceeding under any bankruptcy or insolvency
     law, or any dissolution or liquidation proceeding is commenced in respect
     of the Company or any Material Subsidiary and if such case or proceeding is
     not commenced by the Company or any Material Subsidiary, it is consented to
     or acquiesced in by the Company or any Material Subsidiary or remains for
     90 consecutive days undismissed or unstayed; or the Company or any Material
     Subsidiary takes any corporate action to authorize any of the foregoing;

          (d) failure by the Company to comply with or to perform in any
     material respect any provision of this Agreement (provided that in the case
                                                       --------
     of the provisions of Article VI, the preceding standard shall be applied
     without regard to materiality) (which failure does not constitute an Event
     of Default under any of the preceding subsections of this Article VII) and,
     in the case of any provision contained in Article V or in Section 6.01,
     6.02, 6.03 or 6.05, continuance of such failure for 30 days after written
     notice thereof to the Company from the Administrative Agent at the request
     of Required Lenders;

          (e) any representation or warranty made by the Company in Article III
     of this Agreement or by any other Borrower in the applicable Borrowing
     Subsidiary Agreement is breached or is incorrect when made (or deemed made)
     in any material respect and, with respect to any representation or warranty
     other than those contained in Sections 3.04(b), 3.05, 3.07, 3.08 and 3.09,
     the Company shall fail to take corrective actions reasonably satisfactory
     to the Required Lenders within 30 days after written notice thereof to the
     Company from the Administrative Agent at the request of the Required
     Lenders;

          (f) any final and nonappealable judgment or order from a judicial or
     administrative body (which order or judgment is fully enforceable against
     the Company or a Borrowing Subsidiary, as the case may be, in courts of the
     United States of America or any state thereof) for the payment of money in
     excess of $100,000,000 (after adjustments to reflect reductions for credits
     and set-offs asserted in good faith by the Company or such Borrowing
     Subsidiary shall be rendered against the Company or a Borrowing Subsidiary,
     shall not have been
<PAGE>

                                                                              45

     discharged or vacated and shall have been in effect, in its final and
     unappealable form, for a period of 30 consecutive days;

          (g) the Guarantee of the Company set forth in Article IX shall cease
     at any time to be in full force and effect, or any party hereto (other than
     a Lender) shall so assert in writing;

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

          The Administrative Agent shall give notice to the Company (i) under
paragraph (a) above promptly upon being requested to do so by the relevant
Lender and (ii) under paragraphs (d) and (e) above promptly upon being requested
to do so by the Required Lenders and, in each case, after having done so, shall
notify all the Lenders thereof.

                                 ARTICLE VIII

                           The Administrative Agent
                           ------------------------

          In order to expedite the transactions contemplated by this Agreement,
Chase is hereby appointed to act as Administrative Agent on behalf of the
Lenders.  Each of the Lenders and each assignee of any such Lender hereby
irrevocably authorizes the Administrative Agent to take such actions on behalf
of such Lender or assignee and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.
<PAGE>

                                                                              46

          With respect to the Loans made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not the Administrative Agent, and the Administrative Agent and its
Affiliates in their respective individual capacities may accept deposits from,
lend money to and generally engage in any kind of business with the Company or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and the Administrative Agent shall not be liable for
the failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the institution serving as
Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02) or in the absence of its own culpable negligence, bad
faith or wilful misconduct.  The Administrative Agent shall not be deemed to
have knowledge of any Default other than a Default of the types specified in
clause (a) and (b) of Article VII unless and until written notice thereof is
given to the Administrative Agent by a Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with the Loan Documents, (ii) the contents of any certificate, report
or other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein, (iv) the validity, enforceability,
effectiveness or genuineness of the Loan Documents or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein or elsewhere in any Loan Document, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it in good faith to
be genuine and to
<PAGE>

                                                                              47

have been signed or sent by the proper Person. The Administrative Agent also may
rely upon any statement made to it orally or by telephone and believed by it in
good faith to be made by the proper Person, and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel
(who may be counsel for any Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

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

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Company.  Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor.  If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank.  Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder.  The fees
payable by the Company to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and
such successor.  After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to
<PAGE>

                                                                              48

make its own decisions in taking or not taking action under or based upon this
Agreement or any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.

          None of the Syndication Agent or the Co-Documentation Agents, in their
capacities as such, shall have any duties or obligations of any kind under this
Agreement.

                                  ARTICLE IX

                                   Guarantee
                                   ---------

          The Company hereby unconditionally, absolutely and irrevocably
guarantees, as primary obligor and not merely as surety, the repayment to each
Lender, when due pursuant to the terms and conditions of this Agreement, of the
amount of any Loan made pursuant to this Agreement to a Borrowing Subsidiary,
together with accrued interest on such Loan, at the place and in the currency
and manner specified in this Agreement; provided, however, that before any
                                        --------  -------
amount shall be deemed due and payable pursuant to this Guarantee, the
Administrative Agent must first give notice to the Company of the nonpayment
thereof by the Borrowing Subsidiary at the request of the relevant Lender, and
the Company shall have five Business Days from the receipt of such notice to
cure or cause to be cured any and all such nonpayments. The Company's
obligations hereunder constitute a guaranty of payment and not of collection
merely. The Company hereby waives notice of, and consents to, any extensions of
time of payment, renewals, compromises, settlements, releases or other
indulgences from time to time granted by the Lenders in respect of Loans made to
Borrowing Subsidiaries.  Except as otherwise provided in this Article IX, the
Company hereby waives presentment, protest, demand of payment, notice of
dishonor and all notices and demands whatsoever. The obligations of the Company
hereunder shall not be released, discharged or otherwise affected by (i) any
change in the corporate existence or constitution, structure or ownership of any
Borrowing Subsidiary or the Company, (ii) any insolvency, bankruptcy,
reorganization or similar proceeding affecting the Borrowing Subsidiary or its
assets or the Company or (iii) the existence of any claim, set-off or other
rights which the Company may have at any time against any Lender or any other
Person. If at any time any payment of any obligation guaranteed hereunder is
rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of a Borrowing Subsidiary or otherwise, the
Company's obligations under this Article IX with respect to such payment shall
be reinstated at such time as though such payment had not been made. If
acceleration of the time for payment of any amount payable by any Borrowing
Subsidiary under this Agreement or its Loans is stayed upon any bankruptcy,
insolvency or reorganization of such Borrowing Subsidiary or otherwise, all such
amounts otherwise subject to acceleration under the terms of this Agreement
shall nonetheless be payable by the Company pursuant to this Article IX in
accordance with the terms hereof. The
<PAGE>

                                                                              49

Company shall not exercise any of its subrogation rights with respect to amounts
paid to a Lender pursuant to this Article IX until all amounts guaranteed
hereunder payable to any Lender have been paid in full and the Commitments have
terminated. Following such payment in full and termination of the Commitments,
the Company shall be entitled to subrogation in the Lenders' rights and, upon
the reasonable request of the Company, each Lender agrees to cooperate with the
Company in enforcement of the Company's subrogation rights, including the
transfer and delivery by such Lender to the Company of any and all related
evidence of indebtedness within the possession or control of such Lender.

          The Administrative Agent shall give notice to the Company pursuant to
the proviso set forth in the first sentence of this Article promptly upon being
requested to do so by the relevant Lender.

                                   ARTICLE X

                                 Miscellaneous
                                 -------------

          SECTION 10.01.  Notices.  Except in the case of notices and other
                          -------
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to any Borrower, to it in care of the Company at 1900 Richmond
     Road, Cleveland, Ohio 44124, Attention of Ronald P. Vargo, Vice President
     and Treasurer  (Telecopy No. (216) 291-7831), with a copy to TRW Inc., 1900
     Richmond Road, Cleveland, Ohio 44124, Attention of Secretary (Telecopy No.
     (216) 291-7070);

          (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan
     and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
     New York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5658), with
     a copy to The Chase Manhattan Bank,  270 Park Avenue, New York 10017,
     Attention of Karen May Sharf  (Telecopy No. (212) 270-5127); and

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

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

                                                                              50

          SECTION 10.02.  Waivers; Amendments. (a) No failure or delay by the
                          -------------------
Administrative Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The
rights and remedies of the Administrative Agent and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any provision
of any Loan Document or consent to any departure by any Borrower therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent or any
Lender may have had notice or knowledge of such Default at the time.

          (b)  Neither this Agreement nor any of the Loan Documents nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Company and the
Required Lenders or by the Company and the Administrative Agent with the consent
of the Required Lenders (and, in the case of a Borrowing Subsidiary Agreement,
the applicable Borrowing Subsidiary); provided that no such agreement shall (i)
                                      --------
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.16(b)
or (c) in a manner that would alter the pro rata sharing of payments required
thereby, without the written consent of each Lender, or (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision of any Loan Document specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the  written consent of
each Lender; provided further that no such agreement shall amend, modify or
             ----------------
otherwise affect the rights or duties of the Administrative Agent hereunder
without the prior written consent of the Administrative Agent.

          SECTION 10.03.  Expenses; Indemnity; Damage Waiver. (a) The Company
                          ----------------------------------
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore, counsel for the Administrative
Agent, in
<PAGE>

                                                                              51

connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this Agreement or the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof (whether or
not the transactions contemplated hereby or thereby shall be consummated) and
(ii) all out-of-pocket expenses incurred by the Administrative Agent or any
Lender, including the reasonable fees, charges and disbursements of any counsel
for the Administrative Agent or any Lender, in connection with the enforcement
or protection of its rights in connection with any Loan Document, including its
rights under this Section, or in connection with the Loans made hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.

          (b)  The Company agrees to indemnify each Lender, 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 losses, damages, liabilities, costs and related expenses of
any kind, including, without limitation, 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
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 such indemnity shall not, as to any Indemnitee,
                 --------
be available to the extent that such losses, damages, liabilities, costs or
related expenses are found by a final, nonappealable judgment of a court of
competent jurisdiction to have resulted from the culpable negligence, bad faith
or wilful misconduct of such Indemnitee.

          (c)  To the extent that the Company fails to pay any amount required
to be paid by it to the Administrative Agent or any sub-agent appointed pursuant
to Article VIII under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent such Lender's Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
                                                       --------
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

          (d)  To the extent permitted by applicable law, no Borrower shall
assert, and each Borrower hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the
use of the proceeds thereof.

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

                                                                              52

          SECTION 10.04.  Successors and Assigns.  (a) The provisions of this
                          -----------------------
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b)  Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it); provided that (i)
                                                          --------
except in the case of an assignment to an Affiliate of that Lender, each of the
Company and the Administrative Agent must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld or delayed),
(ii) except in the case of an assignment to an Affiliate of that Lender or an
assignment of the entire remaining amount of the assigning Lender's Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $10,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not apply to rights in
respect of outstanding Competitive Loans, (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, and (v)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and provided further that any consent of
                                           ----------------
the Company otherwise required under this paragraph shall not be required if an
Event of Default under clause (h) or (i) of Article VII has occurred and is
continuing.  Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15 and 10.03, insofar as claims under such sections arise out of
the period prior to the effective date of such Assignment and Acceptance).  Any
assignment or transfer by a Lender of rights or obligations under this
<PAGE>

                                                                              53

Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

          (c)  The Administrative Agent, acting for this purpose as an agent of
each Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
                               --------
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary.  The Register shall be available for inspection by the
Company and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

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

          (e)  Any Lender may, without the consent of any Borrower or  the
Administrative Agent sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
    -----------
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
              --------
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
                                                           --------
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.02(b) that affects such
Participant.  Subject to paragraph (f) of this Section, each Borrower agrees
that each Participant shall be entitled
<PAGE>

                                                                              54

to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section.

          (f)  A Participant shall not be entitled to receive any greater
payment under Section 2.13, 2.14 or 2.15 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Company's prior written consent.  A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.15
unless the Company is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with
Section 2.15(e) as though it were a Lender.

          (g)  Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
                                   --------
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 10.05.  Survival.  All covenants, agreements, representations
                          ---------
and warranties made by the Borrowers herein or in any other Loan Document and in
the certificates or other instruments  delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and thereto and shall survive the
execution and delivery of this Agreement and any other Loan Document and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder
(provided that any such knowledge of the Administrative Agent or any Lender will
not be attributed to any other Lender or the Administrative Agent for purposes
of this Section 10.05), and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any fee or any other
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid and so long as the Commitments have not expired or terminated.  The
provisions of Sections 2.13, 2.14, 2.15 and 10.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any other
Loan Document or any provision hereof or thereof.

          SECTION 10.06.  Counterparts; Integration; Effectiveness.  This
                          -----------------------------------------
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken
<PAGE>

                                                                              55

together shall constitute a single contract. This Agreement, the other Loan
Documents and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

          SECTION 10.07.  Severability.  Any provision of this Agreement held to
                          -------------
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 10.08.  Right of Setoff.  If an Event of Default shall have
                          ----------------
occurred and be continuing and the Required Lenders shall have requested the
Administrative Agent to declare the Loans immediately due and payable or such
Loans have automatically become due and payable, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of any Borrower against any of and all the obligations of
such Borrower now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement and although such obligations may be unmatured.  The rights
of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

          SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of
                          --------------------------------------------------
Process. (a) This Agreement shall be construed in accordance with and governed
--------
by the law of the State of New York.

          (b)  Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or
<PAGE>

                                                                              56

enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Borrower or its properties in the courts of any jurisdiction.

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

          (d)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01.  Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 10.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
                          ---------------------
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 10.11.  Headings.  Article and Section headings and the Table
                          ---------
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.
<PAGE>

                                                                              57

          SECTION 10.12.  Confidentiality.  Each of the Administrative Agent and
                          ----------------
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement, (g) with the consent of the Company or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Company.  For the
purposes of this Section, "Information" means all information received from the
                           -----------
Company relating to the Company or its business, other than any such information
that is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Company; provided that, in the case of
                                          --------
information received from the Company after the date hereof, such information is
clearly identified at the time of delivery as confidential.  Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

          SECTION 10.13.  Conversion of Currencies.  (a) If, for the purpose
                          -------------------------
of obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto (including
any Borrowing Subsidiary) agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures in the relevant jurisdiction the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.

          (b)  The obligations of each Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
                                                                    ----------
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
--------                                                           --------
Currency") other than the currency in which such sum is stated to be due
--------
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
                ------------------
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the
<PAGE>

                                                                              58

relevant jurisdiction purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than the
sum originally due to the Applicable Creditor in the Agreement Currency, such
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Applicable Creditor against such loss. The obligations of the
Borrowers contained in this Section 10.13 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.

          SECTION 10.14.  Interest Rate Limitation.  Notwithstanding anything
                          -------------------------
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
                                                     -------
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
                          ------------
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

          SECTION 10.15.  Lender Waiver.  Each Lender that is a party to any of
                          --------------
the Existing Credit Agreements hereby waives any provision contained in such
Existing Credit Agreement requiring notice of the termination of the commitments
therein prior to the effective date of such termination.


          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.


                              TRW INC.,

                                  by /s/ Ronald P. Vargo
                                     -----------------------------------------
                                     Name: Ronald P. Vargo
                                     Title: Vice President and Treasurer
                                     Website: www.trw.com
<PAGE>

                                                                              59

                              THE CHASE MANHATTAN BANK,
                              individually and as Administrative Agent,

                                  by /s/ Richard W. Duker
                                     -----------------------------------
                                     Name: Richard W. Duker
                                     Title: Vice President



                                   SALOMON SMITH BARNEY INC., as
                                   Syndication Agent, Joint Lead Arranger and
                                   Book Manager,

                                       by /s/ J.C.C. Byrne, Jr.
                                          -----------------------------------
                                          Name: J.C.C. Byrne, Jr.
                                          Title: Attorney-in-Fact



                                   CHASE SECURITIES, INC., as Joint
                                   Arranger and Book Manager,

                                       by /s/ Mitchel Friedman
                                          -----------------------------------
                                          Name: Mitchel Friedman
                                          Title: Vice President



                                   CITICORP USA, INC.,

                                       by /s/ Robert D. Wetrus
                                          -----------------------------------
                                          Name: Robert D. Wetrus
                                          Title: Attorney-in-Fact



                                   BANK OF AMERICA, N.A., Individually
                                   and as Co-Documentation Agent,

                                       by /s/ Raju N. Patel
                                          -----------------------------------
                                          Name: Raju N. Patel
                                          Title: Vice President
<PAGE>

                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK, individually
                                   and as Co-Documentation Agent,

                                       by /s/ Robert Bottamedi
                                          -----------------------------------
                                          Name: Robert Bottamedi
                                          Title: Vice President



                                   DRESDNER BANK AG, NEW YORK AND
                                   GRAND CAYMAN BRANCHES,

                                       by /s/ Thomas R. Brady
                                          -----------------------------------
                                          Name: Thomas R. Brady
                                          Title: Vice President

                                       by /s/ John W. Sweeney
                                          -----------------------------------
                                          Name: John W. Sweeney
                                          Title: Vice President



                                   ROYAL BANK OF CANADA,

                                       by /s/ Lynne M. Litterini
                                          -----------------------------------
                                          Name: Lynne M. Litterini
                                          Title: Manager



                                   BANQUE NATIONALE DE PARIS,

                                       by /s/ Arnaud Collin du Bocage
                                          -----------------------------------
                                          Name: Arnaud Collin du Bocage
                                          Title: Executive Vice President and
                                                 General Manager
<PAGE>

                                   NATIONAL CITY BANK,

                                       by /s/ Davis R. Bonner
                                          -----------------------------------
                                          Name: Davis R. Bonner
                                          Title: Senior Vice President



                                   INDUSTRIAL BANK OF JAPAN,

                                       by /s/ Walter Wolff
                                          -----------------------------------
                                          Name: Walter Wolff
                                          Title: Joint General Manager



                                   BANK ONE, MICHIGAN,

                                       by /s/ Glenn A. Currin
                                          -----------------------------------
                                          Name: Glenn A. Currin
                                          Title: First Vice President



                                   COMERICA BANK,

                                       by /s/ Nicholas G. Mester
                                          -----------------------------------
                                          Name: Nicholas G. Mester
                                          Title: Account Officer



                                   KEYBANK NATIONAL ASSOCIATION,

                                       by /s/ Marianne T. Meil
                                          -----------------------------------
                                          Name: Marianne T. Meil
                                          Title: Vice President

<PAGE>

                                   BAYERISCHE LANDESBANK,

                                       by /s/ James Boyle
                                          -----------------------------------
                                          Name: James Boyle
                                          Title: Vice President

                                       by /s/ Alexander Kohnert
                                          ------------------------------------
                                          Name: Alexander Kohnert
                                          Title: First Vice President


                                   HSBC BANK USA,

                                       by /s/ Christopher M. Samms
                                          ------------------------------------
                                          Name: Christopher M. Samms
                                          Title: Officer #9426, Vice President



                                   SG,

                                       by /s/ Editha N. Paras
                                          ------------------------------------
                                          Name: Editha N. Paras
                                          Title: Vice President



                                   BARCLAY'S BANK PLC,

                                       by /s/ Keith Mackie
                                          ------------------------------------
                                          Name: Keith Mackie
                                          Title: Director



                                   CREDIT INDUSTRIAL ED COMMERCIAL,

                                       by /s/ Wolfgang Fassbender
                                          ------------------------------------
                                          Name: Wolfgang Fassbender
                                          Title: Senior Vice President



                                   DEUTSCHE BANK AG, New York Branch
                                   and/or Cayman Islands Branch,
<PAGE>

                                       by /s/ Oliver Schwarz
                                          ------------------------------------
                                          Name: Oliver Schwarz
                                          Title: Assistant Vice President

                                       by /s/ Stephan Peetzen
                                          ------------------------------------
                                          Name: Stephan Peetzen
                                          Title: Director



                                   ABN AMRO BANK N.V.,

                                       by /s/ David C. Sagers
                                          ------------------------------------
                                          Name: David C. Sagers
                                          Title: Vice President

                                       by /s/ John J. Mack
                                          ------------------------------------
                                          Name: John J. Mack
                                          Title: Vice President



                                   BANCA DI ROMA-CHICAGO BRANCH,

                                       by /s/ James W. Semonchik
                                          ------------------------------------
                                          Name: James W. Semonchik
                                          Title: Vice President

                                       by /s/ Claudio Perna
                                          ------------------------------------
                                          Name: Claudio Perna (19690)
                                          Title: Senior Vice President &
                                                 Branch Manager



                                   THE SUMITOMO BANK, LIMITED,

                                       by /s/ John H. Kemper
                                          ------------------------------------
                                          Name: John H. Kemper
                                          Title: Senior Vice President

<PAGE>


                                   BANCA NAZIONALE DEL LAVORO S.p.A. - NEW YORK,

                                       by /s/ Giulio Giovine
                                          --------------------------------------
                                          Name: Giulio Giovine
                                          Title: Vice President

                                       by /s/ Leonardo Valentini
                                          --------------------------------------
                                          Name: Leonardo Valentini
                                          Title: First Vice President



                                   MELLON BANK, N.A.,

                                       by /s/ Mark F. Johnston
                                          --------------------------------------
                                          Name: Mark F. Johnston
                                          Title: First Vice President

                                   SAN PAOLO IMI S.p.A.,

                                       by /s/ Luca Sacchi
                                          --------------------------------------
                                          Name: Luca Sacchi
                                          Title: Vice President

                                       by /s/ Carlo Persico
                                          --------------------------------------
                                          Name: Carlo Persico
                                          Title: D.G.M.



                                   BANCA COMMERCIALE ITALIANA, CHICAGO BRANCH,

                                       by /s/ E. Bermant
                                          --------------------------------------
                                          Name: E. Bermant
                                          Title: FVP/Deputy Manager
<PAGE>

                                       by /s/ J. Dickerhof
                                          -------------------------------------
                                          Name: J. Dickerhof
                                          Title: Vice President



                                   FIRST UNION NATIONAL BANK,

                                       by /s/ Kent Davis
                                          -------------------------------------
                                          Name: Kent Davis
                                          Title: Vice President



                                   BANK OF NEW YORK,

                                       by /s/ John M. Lokay, Jr.
                                          -------------------------------------
                                          Name: John M. Lokay, Jr.
                                          Title: Vice President



                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                                       by /s/ Heather L. Zimmerman
                                          -------------------------------------
                                          Name: Heather L. Zimmerman
                                          Title: Vice President



                                   BANCO BILBAO VIZCAYA (NEW YORK),

                                       by /s/ John Martini
                                          -------------------------------------
                                          Name: John Martini
                                          Title: Vice President

                                       by /s/ Alejandro Lorca
                                          -------------------------------------
                                          Name: Alejandro Lorca
                                          Title: Vice President