<PAGE>   1
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                        364-DAY COMPETITIVE ADVANCE AND
                      REVOLVING CREDIT FACILITY AGREEMENT





                         Dated as of November 10, 1995





                                     among





                                ITT CORPORATION

                            THE LENDERS NAMED HEREIN

                                      and

                     CHEMICAL BANK, as Administrative Agent




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<PAGE>   2
                               TABLE OF CONTENTS



<TABLE>
<S>              <C>                                                                                <C>
I.               DEFINITIONS

                 1.01.  Defined Terms   . . . . . . . . . . . . . . . . . . . . . . . . . .          1
                 1.02.  Terms Generally   . . . . . . . . . . . . . . . . . . . . . . . . .         11

II.              THE CREDITS

                 2.01.  Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12
                 2.02.  Loans   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         12
                 2.03.  Competitive Bid Procedure   . . . . . . . . . . . . . . . . . . . .         13
                 2.04.  Standby Borrowing Procedure   . . . . . . . . . . . . . . . . . . .         15
                 2.05.  Conversion and Continuation of Standby Loans  . . . . . . . . . . .         15
                 2.06.  Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         16
                 2.07.  Repayment of Loans; Evidence of Debt  . . . . . . . . . . . . . . .         17
                 2.08.  Interest on Loans   . . . . . . . . . . . . . . . . . . . . . . . .         17
                 2.09.  Default Interest  . . . . . . . . . . . . . . . . . . . . . . . . .         18
                 2.10.  Alternate Rate of Interest  . . . . . . . . . . . . . . . . . . . .         18
                 2.11.  Termination and Reduction of Commitments  . . . . . . . . . . . . .         18
                 2.12.  Prepayment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         18
                 2.13.  Reserve Requirements; Change in Circumstances . . . . . . . . . . .         19
                 2.14.  Change in Legality  . . . . . . . . . . . . . . . . . . . . . . . .         20
                 2.15.  Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         21
                 2.16.  Pro Rata Treatment  . . . . . . . . . . . . . . . . . . . . . . . .         21
                 2.17.  Sharing of Setoffs  . . . . . . . . . . . . . . . . . . . . . . . .         21
                 2.18.  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         22
                 2.19.  Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         22
                 2.20.  Duty to Mitigate; Assignment of Commitments
                             Under Certain Circumstances  . . . . . . . . . . . . . . . . .         24

III.             REPRESENTATIONS AND WARRANTIES

                 3.01.  Organization; Powers  . . . . . . . . . . . . . . . . . . . . . . .         25
                 3.02.  Authorization   . . . . . . . . . . . . . . . . . . . . . . . . . .         25
                 3.03.  Enforceability  . . . . . . . . . . . . . . . . . . . . . . . . . .         26
                 3.04.  Governmental Approvals  . . . . . . . . . . . . . . . . . . . . . .         26
                 3.05.  Financial Statements  . . . . . . . . . . . . . . . . . . . . . . .         26
                 3.06.  Litigation; Compliance with Laws  . . . . . . . . . . . . . . . . .         26
                 3.07.  Federal Reserve Regulations . . . . . . . . . . . . . . . . . . . .         26
                 3.08.  Investment Company Act; Public Utility Holding
                             Company Act  . . . . . . . . . . . . . . . . . . . . . . . . .         27
                 3.09.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .         27
                 3.10.  Full Disclosure; No Material Misstatements  . . . . . . . . . . . .         27
                 3.11.  Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         27
                 3.12.  Employee Pension Benefit Plans  . . . . . . . . . . . . . . . . . .         27
</TABLE>
<PAGE>   3
                                                                  Contents, p. 2





<TABLE>
<S>              <C>                                                                                <C>
                 3.13.  Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . .         27

IV.              CONDITIONS OF LENDING

                 4.01.  All Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . .         28
                 4.02.  Effective Date  . . . . . . . . . . . . . . . . . . . . . . . . . .         28
                 4.03.  First Borrowing by Each Borrowing Subsidiary  . . . . . . . . . . .         29

V.               COVENANTS

                 5.01.  Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         29
                 5.02.  Business and Properties .   . . . . . . . . . . . . . . . . . . . .         29
                 5.03.  Financial Statements, Reports, Etc. . . . . . . . . . . . . . . . .         29
                 5.04.  Insurance . .  . . .  . . . . . . . . . . . . . . . . . . . . . . .         30
                 5.05.  Obligations and Taxes   . . . . . . . . . . . . . . . . . . . . . .         30
                 5.06.  Litigation and Other Notices  . . . . . . . . . . . . . . . . . . .         30
                 5.07.  Maintaining Records; Access to Properties
                           and Inspections  . . . . . . . . . . . . . . . . . . . . . . . .         31
                 5.08.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .         31
                 5.09.  Consolidations, Mergers, and Sales of Assets  . . . . . . . . . . .         31
                 5.10.  Limitations on Liens  . . . . . . . . . . . . . . . . . . . . . . .         31
                 5.11.  Limitations on Sale and Leaseback Transactions  . . . . . . . . . .         33
                 5.12.  Consolidated Total Debt to Consolidated EBITDA  . . . . . . . . . .         34

VI.              EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         34

VII.             GUARANTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         36

VIII.            THE ADMINISTRATIVE AGENT   . . . . . . . . . . . . . . . . . . . . . . . .         37

IX.              MISCELLANEOUS

                 9.01.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         39
                 9.02.  Survival of Agreement   . . . . . . . . . . . . . . . . . . . . . .         39
                 9.03.  Binding Effect  . . . . . . . . . . . . . . . . . . . . . . . . . .         40
                 9.04.  Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . .         40
                 9.05.  Expenses; Indemnity   . . . . . . . . . . . . . . . . . . . . . . .         42
                 9.06.  Applicable Law  . . . . . . . . . . . . . . . . . . . . . . . . . .         42
                 9.07.  Waivers; Amendment  . . . . . . . . . . . . . . . . . . . . . . . .         42
                 9.08.  Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . .         43
                 9.09.  Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . .         43
                 9.10.  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . .         43
                 9.11.  Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         43
                 9.12.  Right of Setoff   . . . . . . . . . . . . . . . . . . . . . . . . .         44
                 9.13.  Jurisdiction; Consent to Service of Process . . . . . . . . . . . .         44
                 9.14.  Waiver of Jury Trial  . . . . . . . . . . . . . . . . . . . . . . .         44
                 9.15.  Addition of Borrowing Subsidiaries  . . . . . . . . . . . . . . . .         45
                 9.16.  Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         45
</TABLE>
<PAGE>   4
                                                                  Contents, p. 3





                             EXHIBITS AND SCHEDULES


Exhibit A-1      Form of Competitive Bid Request
Exhibit A-2      Form of Notice of Competitive Bid Request
Exhibit A-3      Form of Competitive Bid
Exhibit A-4      Form of Competitive Bid Accept/Reject
Exhibit A-5      Form of Standby Borrowing Request
Exhibit B        Administrative Questionnaire
Exhibit C        Form of Assignment and Acceptance
Exhibit D        Form of Opinion of Counsel for ITT Corporation
Exhibit E        Form of Borrowing Subsidiary Agreement
Exhibit F        Form of Letter Agreement

Schedule 2.01    Commitments
Schedule 3.13    Assumptions
Schedule 5.10    Existing Liens
<PAGE>   5
                                  364-DAY COMPETITIVE ADVANCE AND REVOLVING
                          CREDIT FACILITY AGREEMENT (as it may be amended,
                          supplemented or otherwise modified, the "Agreement")
                          dated as of November 10, 1995, among ITT CORPORATION,
                          a Nevada corporation (the "Company"), each Borrowing
                          Subsidiary party hereto, the lenders listed in
                          Schedule 2.01 (together with their permitted assigns,
                          the "Lenders") and CHEMICAL BANK, a New York banking
                          corporation, as administrative agent for the Lenders
                          (in such capacity, the "Administrative Agent").


                 The Lenders have been requested to extend credit to the
Borrowers (such term and each other capitalized term used but not defined
herein having the meaning assigned to it in Article I) to enable them to borrow
on a standby revolving credit basis on and after the date hereof and at any
time and from time to time prior to the Maturity Date a principal amount not in
excess of $1,000,000,000 at any time outstanding.  The Lenders have also been
requested to provide a procedure pursuant to which the Borrowers may invite the
Lenders to bid on an uncommitted basis on short-term borrowings by the
Borrowers.   The proceeds of such borrowings are to be used for working capital
and other general corporate purposes.   The Lenders are willing to extend
credit on the terms and subject to the conditions herein set forth.

                 Accordingly, the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

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

                 "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

                 "ABR Loan" shall mean any Standby Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

                 "Administrative Fees" shall have the meaning assigned to such
term in Section 2.06(b).

                 "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit B hereto.

                 "Affiliate" shall mean, when used with respect to a specified
person, another person that directly or indirectly controls or is controlled by
or is under common control with the person specified.

                 "Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) 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%.  For purposes hereof,
<PAGE>   6
"Prime Rate" shall mean the rate of interest per annum publicly announced from
time to time by the Administrative Agent as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as effective.  "Federal
Funds Effective Rate" shall mean, for any day, the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as released on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so released for any day which is a Business Day, the arithmetic
average (rounded upwards to the next 1/100th of 1%), as determined by the
Administrative Agent, of the quotations for the day of such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.  If for any reason the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to
obtain sufficient quotations in accordance with the terms thereof, the
Alternate Base Rate shall be determined without regard to clause (b) of the
first sentence of this definition until the circumstances giving rise to such
inability no longer exist.  Any change in the Alternate Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
on the effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

                 "Applicable Percentage" shall mean on any date, with respect
to Eurodollar Loans or with respect to the Facility Fee, as the case may be,
the applicable percentage set forth below under the caption "Eurodollar Spread"
or "Facility Fee Percentage", as the case may be, based upon the Ratings in
effect on such date:

<TABLE>
<CAPTION>
Category 1                                 Eurodollar Spread                 Facility Fee Percentage
----------                                 -----------------                 -----------------------
<S>                                        <C>                               <C>
AA- or higher by D&P;                      .130%                             .045%
AA- or higher by Fitch;
Aa3 or higher by Moody's;
AA- or higher by S&P

Category 2
----------

A+ or A by D&P;                            .150%                             .050%
A+ or A by Fitch;
A1 or A2 by Moody's;
A+ or A by S&P

Category 3
----------

A- by D&P;                                 .195%                             .055%
A- by Fitch;
A3 by Moody's;
A- by S&P

Category 4
----------

BBB+ by D&P;                               .225%                             .075%
BBB+ by Fitch;
Baa1 by Moody's;
BBB+ by S&P
</TABLE>
<PAGE>   7
                                                                               3



<TABLE>
<CAPTION>
Category 5                                 Eurodollar Spread                 Facility Fee Percentage
----------                                 -----------------                 -----------------------
<S>                                        <C>                               <C>
BBB by D&P;                                .250%                             .100%
BBB by Fitch;
Baa2 by Moody's;
BBB by S&P

Category 6
----------

BBB- or lower by D&P;                      .275%                             .125%
BBB- or lower by Fitch;
Baa3 or lower by Moody's;
BBB- or lower by S&P
</TABLE>

For purposes of the foregoing, (i) if the Ratings shall fall within different
Categories, then (A) if all the Ratings fall within two adjacent Categories,
the Applicable Percentage will be determined by reference to the superior (or
numerically lower) of such Categories unless one or more of the Ratings shall
fall within Category 6, in which case the Applicable Percentage shall be
determined by reference to Category 6, and (B) if the Ratings fall within more
than two Categories or within two Categories that are not adjacent, then one
Rating from each of the highest Category and the lowest Category in which
Ratings shall fall shall be excluded and the Applicable Percentage shall be
determined by reference to the superior (or numerically lower) of the remaining
Ratings unless one or both of such Ratings shall fall within Category 6, in
which case the Applicable Percentage shall be determined by reference to
Category 6, (ii) if only two Ratings exist, the Applicable Percentage shall be
based upon the lower (numerically higher) of  the available Ratings, (iii) if
only one Rating exists, the Applicable Percentage will be based upon the lower
(numerically higher) of Category 5 and the Category corresponding to the
available Rating, (iv) if no Ratings exist, the Applicable Percentage shall be
based upon Category 6, and (v) if any Rating shall be changed (other than as a
result of a change in the rating system of the applicable Rating Agency), such
change shall be effective as of the date on which it is first announced by the
Rating Agency making such change.  Each such change in the Applicable
Percentage shall apply to all outstanding Eurodollar Loans and to Facility Fees
accruing during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next such
change.  If the rating system of any Rating Agency shall change, the parties
hereto shall negotiate in good faith to amend the references to specific
ratings in this definition to reflect such changed rating system.


                 "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an assignee in the form of Exhibit C.

                 "Board" shall mean the Board of Governors of the Federal
Reserve System of the United States.

                 "Board of Directors" shall mean the Board of Directors of a
Borrower or any duly authorized committee thereof.

                 "Borrower" shall mean any of the Company and the Borrowing
Subsidiaries.

                 "Borrowing" shall mean a group of Loans of a single Type made
by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or
Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on
a single date and as to which a single Interest Period is in effect.
<PAGE>   8
                                                                               4



                 "Borrowing Subsidiary" shall mean any Restricted Subsidiary
which shall have executed and delivered to the Administrative Agent for
distribution to each Lender a Borrowing Subsidiary Agreement.

                 "Borrowing Subsidiary Agreement" shall mean an agreement, in
the form of Exhibit E hereto, duly executed by the Company and a Subsidiary.

                 "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

                 "Capitalized Lease-Back Obligation" shall mean with respect to
a Principal Property, at any date as of which the same is to be determined, the
total net rental obligations of the Company or a Restricted Subsidiary under a
lease of such Principal Property, entered into as part of an arrangement to
which the provisions of Section 5.11 are applicable (or would have been
applicable had such Restricted Subsidiary been a Restricted Subsidiary at the
time it entered into such lease), discounted to the date of computation at the
rate of interest per annum implicit in the lease (determined in accordance with
GAAP).  The amount of the net rental obligation for any calendar year under any
lease shall be the sum of the rental and other payments required to be paid in
such calendar year by the lessee thereunder, not including, however, any
amounts required to be paid by such lessee (whether or not therein designated
as rental or additional rental) on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges.

                 A "Change in Control" shall be deemed to have occurred if (a)
any person or group of persons shall have acquired beneficial ownership of more
than 30% of the outstanding Voting Shares of the Company (within the meaning of
Section 13(d) or 14(d) of the Exchange Act and the applicable rules and
regulations thereunder), or (b) during any period of 12 consecutive months,
commencing after the Effective Date, individuals who on the first day of such
period were directors of the Company (together with any replacement or
additional directors who were nominated or elected by a majority of directors
then in office) cease to constitute a majority of the Board of Directors of the
Company.

                 "Code" shall mean the Internal Revenue Code of 1986, as the
same may be amended from time to time.

                 "Commitment" shall mean, with respect to each Lender, the
commitment of such Lender hereunder as set forth as of the Effective Date in
Schedule 2.01 hereto as such Lender's Commitment may be permanently terminated
or reduced from time to time pursuant to Section 2.11.  The Commitment of each
Lender shall automatically and permanently terminate on the Maturity Date if
not terminated earlier pursuant to the terms hereof.

                 "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

                 "Competitive Bid Accept/Reject Letter" shall mean a
notification made by a Borrower pursuant to Section 2.03(d) in the form of
Exhibit A-4.

                 "Competitive Bid Rate" shall mean, as to any Competitive Bid,
(i) in the case of a Eurodollar Loan, the Margin, and (ii) in the case of a
Fixed Rate Loan, the fixed rate of interest offered by the Lender making such
Competitive Bid.
<PAGE>   9
                                                                               5




                 "Competitive Bid Request" shall mean a request made pursuant
to Section 2.03(a) in the form of Exhibit A-1.

                 "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted under the bidding
procedure described in Section 2.03.

                 "Competitive Loan" shall mean a Loan made pursuant to the
bidding procedure described in Section 2.03.  Each Competitive Loan shall be a
Eurodollar Competitive Loan or a Fixed Rate Loan.

                 "Consolidated EBITDA" shall mean, for any period, the sum of
(a) Consolidated Net Income, (b) provisions for taxes based on income, (c)
Consolidated Interest Expense, (d) total depreciation expense and (e) total
amortization expense, all of the foregoing as determined on a consolidated
basis for the Company and the Subsidiaries in accordance with GAAP.

                 "Consolidated Interest Expense" shall mean, for any period,
the gross interest expense of the Company and the Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

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

                 "Consolidated Net Tangible Assets" shall mean the total of all
assets appearing on a consolidated balance sheet of the Company and its
Restricted Subsidiaries, prepared in accordance with GAAP (and as of a date not
more than 90 days prior to the date as of which Consolidated Net Tangible
Assets are to be determined), less the sum of the following items as shown on
said consolidated balance sheet:

                 (i) the book amount of all segregated intangible assets,
         including such items as good will, trademarks, trademark rights, trade
         names, trade name rights, copyrights, patents, patent rights and
         licenses and unamortized debt discount and expense less unamortized
         debt premium;

                 (ii) all depreciation, valuation and other reserves;

                 (iii) current liabilities;

                 (iv) any minority interest in the shares of stock (other than
         Preferred Stock) and surplus of Restricted Subsidiaries of the
         Company;

                 (v) the investment of the Company and its Restricted
         Subsidiaries in any Unrestricted Subsidiary of the Company;

                 (vi)  the total indebtedness of the Company and its Restricted
         Subsidiaries incurred in any manner to finance or recover the cost to
         the Company or any Restricted Subsidiary of any physical property,
         real or personal, which prior to or simultaneously with the creation
         of such indebtedness shall have been leased by the Company or a
         Restricted Subsidiary to the United States of America or a department
         or agency thereof at an aggregate rental, payable during that portion
         of the initial term of such lease (without giving effect to any
         options of renewal or extension) which shall be unexpired at the date
         of the creation of such indebtedness, sufficient
<PAGE>   10
                                                                               6



         (taken together with any amounts required to be paid by the lessee to
         the lessor upon any termination of such lease) to pay in full at the
         stated maturity date or dates thereof the principal of and the
         interest on such indebtedness;

                 (vii) deferred income and deferred liabilities; and

                 (viii) other items deductible under GAAP.

                 "Consolidated Total Debt" shall mean, as at any date of
determination, all Indebtedness of the Company and the Subsidiaries determined
on a consolidated basis in accordance with GAAP.

                 "D&P" shall mean Duff & Phelps Credit Rating Co. or any of its
successors.

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

                 "Distribution" shall mean the consummation of the transactions
described in the Proxy Statement.

                 "Dollars" or "$" shall mean lawful money of the United States
of America.

                 "Effective Date" shall mean the first date on or after
November 2, 1995, on which the conditions set forth in Section 4.02 are
satisfied.

                 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended from time to time.

                 "ERISA Affiliate" shall mean any trade or business (whether or
not incorporated) that, together with the Company, 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" shall mean (a) any "reportable event", as
defined in Section 4043 of ERISA or the regulations issued thereunder, with
respect to a Plan; (b) the adoption of any amendment to a Plan that would
require the provision of security pursuant to Section 401(a)(29) of the Code or
Section 307 of ERISA; (c) 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; (d) 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; (e) the
incurrence of any liability under Title IV of ERISA with respect to the
termination of any Plan or the withdrawal or partial withdrawal of the Company
or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the
receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (g) the receipt by the
Company or any ERISA Affiliate of any notice that Withdrawal Liability is being
imposed 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; and
(h) the occurrence of a "prohibited transaction" with respect to which the
Company or any of its Subsidiaries is a "disqualified person" (within the
meaning of Section 4975) of the Code, or with respect to which the Company or
any such Subsidiary could otherwise be liable.
<PAGE>   11
                                                                               7



                 "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

                 "Eurodollar Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.

                 "Eurodollar Loan" shall mean any Eurodollar Competitive Loan
or Eurodollar Standby Loan.

                 "Eurodollar Standby Loan" shall mean any Standby Loan bearing
interest at a rate determined by reference to the LIBO Rate in accordance with
the provisions of Article II.

                 "Event of Default" shall have the meaning assigned to such
term in Article VI.

                 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                 "Existing Credit Facilities" shall mean the 364-Day
Competitive Advance and Revolving Credit Facility Agreement dated as of
February 24, 1995 and the Five-Year Competitive Advance and Revolving Credit
Facility Agreement dated as of February 24, 1995, among Old ITT, certain
lenders and Chemical Bank, as administrative agent.

                 "Facility B Credit Agreement" shall mean the $2,000,000,000
Five-Year Competitive Advance and Revolving Credit Facility Agreement dated the
date hereof among the parties hereto, as such agreement may be amended,
supplemented or modified from time to time.

                 "Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).

                 "Fair Value", when used with respect to property, shall mean
the fair value as determined in good faith by the board of directors of the
Company.

                 "Fees" shall mean the Facility Fee and the Administrative
Fees.

                 "Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, treasurer, associate or
assistant treasurer or director of treasury services of such corporation.

                 "Fitch" shall mean Fitch Investors Service, Inc. or any of its
successors.

                 "Fixed Rate Borrowing" shall mean a Borrowing comprised of
Fixed Rate Loans.

                 "Fixed Rate Loan" shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (the "Fixed Rate") (expressed in
the form of a decimal to no more than four decimal places) specified by the
Lender making such Loan in its Competitive Bid.

                 "GAAP" shall mean generally accepted accounting principles,
applied on a consistent basis.

                 "Governmental Authority" shall mean any Federal, state, local
or foreign court or governmental agency, authority, instrumentality or
regulatory body .
<PAGE>   12
                                                                               8



                 "Guaranteed Obligations" shall mean the principal of and
interest on the Loans made to, and the other obligations, monetary or
otherwise, of, the Borrowing Subsidiaries hereunder.

                 "Indebtedness" of any person shall mean all indebtedness
representing money borrowed or the deferred purchase price of property (other
than trade accounts payable) or any capitalized lease obligation, which in any
case is created, assumed, incurred or guaranteed in any manner by such
corporation or for which such corporation is responsible or liable (whether by
agreement to purchase indebtedness of, or to supply funds to or invest in,
others or otherwise).

                 "Interest Payment Date" shall mean, with respect to any Loan,
the last day of each Interest Period applicable thereto and, in the case of a
Eurodollar Loan with an Interest Period of more than three months' duration or
a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each
day that would have been an Interest Payment Date for such Loan had successive
Interest Periods of three months' duration or 90 days' duration, as the case
may be, been applicable to such Loan and, in addition, the date of any
prepayment of each Loan or conversion of such Loan to a Loan of a different
Type.

                 "Interest Period" shall mean (a) as to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the numerically corresponding day (or, if
there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, (b) as
to any ABR Borrowing, the period commencing on the date of such Borrowing or on
the last day of the immediately preceding Interest Period applicable to such
Borrowing, as the case may be, and ending on the earliest of (i) the next
succeeding March 31, June 30, September 30 or December 31, (ii) the Maturity
Date, and (iii) the date such Borrowing is converted to a Borrowing of a
different Type in accordance with Section 2.05 or repaid or prepaid in
accordance with Section 2.07 or Section 2.12 and (c) as to any Fixed Rate
Borrowing, the period commencing on the date of such Borrowing and ending on
the date specified in the Competitive Bids in which the offers to make the
Fixed Rate Loans comprising such Borrowing were extended, which shall not be
earlier than seven days after the date of such Borrowing or later than 360 days
after the date of such Borrowing; provided, however, that 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
Eurodollar Loans 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.  Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period.

                 "LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the rate at which dollar
deposits approximately equal in principal amount to (i) in the case of a
Standby Borrowing, the Administrative Agent's portion of such Eurodollar
Borrowing and (ii) in the case of a Competitive Borrowing, a principal amount
that would have been the Administrative Agent's portion of such Competitive
Borrowing had such Competitive Borrowing been a Standby Borrowing, and for a
maturity comparable to such Interest Period as are offered to the principal
London offices of the Administrative Agent in immediately available funds in
the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period.

                 "Lien" shall mean, with respect to any property or asset, any
mortgage, deed of trust, lien, pledge, security interest, charge or other
encumbrance on, of or in such property or asset.
<PAGE>   13
                                                                               9



                 "Loan" shall mean a Competitive Loan or a Standby Loan,
whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.

                 "Loan Documents" shall mean this Agreement, the Borrowing
Subsidiary Agreements and promissory notes, if any, issued pursuant to Section
9.04(i).

                 "Margin" shall mean, as to any Eurodollar Competitive Loan,
the margin (expressed as a percentage rate per annum in the form of a decimal
to no more than four decimal places) to be added to or subtracted from the LIBO
Rate in order to determine the interest rate applicable to such Loan, as
specified in the Competitive Bid relating to such Loan.

                 "Margin Regulations" shall mean Regulations G, T, U and X of
the Board as from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

                 "Margin Stock" shall have the meaning given such term under
Regulation U of the Board.

                 "Material Adverse Effect" shall mean a materially adverse
effect on the business, assets, operations or condition, financial or
otherwise, of the Company and its subsidiaries taken as a whole.

                 "Maturity Date" shall mean the date 364 days after the date
hereof.

                 "Moody's" shall mean Moody's Investors Service, Inc. or any of
its successors.

                 "Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA
Affiliate (other than one considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Code Section 414) is making or accruing an obligation
to make contributions, or has within any of the preceding five plan years made
or accrued an obligation to make contributions.

                 "Notice of Competitive Bid Request" shall mean a notification
made pursuant to Section 2.03(a) in the form of Exhibit A-2.

                 "Old ITT" shall mean ITT Corporation, a Delaware Corporation.

                 "PBGC" shall mean the Pension Benefit Guaranty Corporation
referred to and defined in ERISA.

                 "person" shall mean any natural person, corporation, limited
liability company, business trust, joint venture, association, company,
partnership or government, or any agency or political subdivision thereof.

                 "Plan" shall mean 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 307 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.

                 "Principal Property" shall mean any single facility or other
property owned by the Company or any Restricted Subsidiary having a gross book
value in excess of 2% of Consolidated Net
<PAGE>   14
                                                                              10



Tangible Assets, except any such property or portion thereof which the board of
directors of the Company by resolution declares is not of material importance
to the total business conducted by the Company and its Restricted Subsidiaries
as an entirety.

                 "Proxy Statement" shall mean the Proxy Statement of Old ITT
dated August 30, 1995, and filed with the SEC under the Exchange Act.

                 "Rating Agencies" shall mean D&P, Fitch, Moody's and S&P.

                 "Ratings" shall mean the ratings from time to time established
by the Rating Agencies for senior, unsecured, non- credit-enhanced long-term
debt of the Company.

                 "Register" shall have the meaning given such term in Section
9.04(d).

                 "Regulation D" shall mean Regulation D of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                 "Reportable Event" shall mean any reportable event as defined
in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

                 "Required Lenders" shall mean, at any time, Lenders having
Commitments representing at least 66-2/3% of the Total Commitment or, for
purposes of acceleration pursuant to clause (ii) of Article VI, Lenders holding
Loans representing at least 66- 2/3% of the aggregate principal amount of the
Loans outstanding.

                 "Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any other
officer or similar official thereof responsible for the administration of the
obligations of such corporation in respect of this Agreement.

                 "Restricted Subsidiary" shall mean any Subsidiary other than
an Unrestricted Subsidiary.

                 "S&P" shall mean Standard and Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. or any of its successors.

                 "SEC" shall mean the Securities and Exchange Commission.

                 "Standby Borrowing" shall mean a Borrowing consisting of
simultaneous Standby Loans from each of the Lenders.

                 "Standby Borrowing Request" shall mean a request made pursuant
to Section 2.04 in the form of Exhibit A-5.

                 "Standby Loans" shall mean the revolving loans made pursuant
to Section 2.04.  Each Standby Loan shall be a Eurodollar Standby Loan or an
ABR Loan.

                 "Statutory Reserves" shall mean 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)
<PAGE>   15
                                                                              11



expressed as a decimal established by the Board and any other banking authority
to which the Administrative Agent is subject for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal
to three months.  Statutory Reserves shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                 "subsidiary" shall mean, with respect to any person (the
"parent"), any corporation, association or other business entity of which
securities or other ownership interests representing more than 50% of the
ordinary voting power are, at the time as of which any determination is being
made, owned or 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" shall mean a subsidiary of the Company.

                 "Total Commitment" shall mean, at any time, the aggregate
amount of Commitments of all the Lenders, as in effect at such time.

                 "Transactions" shall have the meaning assigned to such term in
Section 3.02.

                 "Type", when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate, the Alternate Base Rate and the Fixed Rate.

                 "Unrestricted Subsidiary" shall mean (a) any Subsidiary which
has been designated an Unrestricted Subsidiary by resolution of the board of
directors of the Company (which resolution has been communicated in a notice
delivered by the Company to the Administrative Agent for distribution to the
Lenders) as an Unrestricted Subsidiary, other than any such Subsidiary as to
which such a designation has been rescinded by resolution of said board of
directors and not thereafter, or after some subsequent such rescission,
restored by resolution of said board, or (b) any Subsidiary 50% or less of the
Voting Shares of which is owned directly by the Company and/or one or more
Restricted Subsidiaries.  A Subsidiary may not be designated as (or otherwise
permitted to become) an Unrestricted Subsidiary unless, immediately after such
Subsidiary becomes an Unrestricted Subsidiary, such Subsidiary would not own
any capital stock of, or hold any indebtedness of, any Restricted Subsidiary.
A designation as an Unrestricted Subsidiary may not be rescinded (or an
Unrestricted Subsidiary otherwise permitted to become a Restricted Subsidiary)
unless such Subsidiary (i) is not a party to any lease which it would have been
prohibited by this Agreement from entering into had it been a Restricted
Subsidiary at the time it entered into such lease, unless (x) such Subsidiary
had not been a Restricted Subsidiary prior to its entering into such lease, or
(y) the property subject to such lease shall be owned by the Company and/or one
or more Subsidiaries, or (z) such Subsidiary would not be prohibited by this
Agreement from entering into such lease immediately after it becomes a
Restricted Subsidiary, and (ii) does not have outstanding upon any of its
property any mortgage, pledge or other lien which it would be prohibited by
this Agreement from creating, suffering to be created, or assuming, immediately
after it becomes a Restricted Subsidiary.

                 "Voting Shares" shall mean, as to a particular corporation or
other person, outstanding shares of stock or other equity interests of any
class of such person entitled to vote in the election of directors, or
otherwise to participate in the direction of the management and policies, of
such person, excluding shares or interests entitled so to vote or participate
only upon the happening of some contingency.

                 SECTION 1.02.  Terms Generally.  The definitions in Section
1.01 shall apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may require,
<PAGE>   16
                                                                              12



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."  All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require.  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, however, that
for purposes of determining compliance with any covenant set forth in Article
V, such terms shall be construed in accordance with GAAP as in effect on the
date hereof applied on a basis consistent with the application used in
preparing the Company's audited financial statements referred to in Section
3.05.


                                   ARTICLE II

                                  THE CREDITS

                 SECTION 2.01.  Commitments.  Subject to the terms and
conditions and relying upon the representations and warranties herein set
forth, each Lender agrees, severally and not jointly, to make Standby Loans to
the Borrowers, at any time and from time to time on and after the date hereof
and until the earlier of the Maturity Date and the termination of the
Commitment of such Lender, in an aggregate principal amount at any time
outstanding not to exceed such Lender's Commitment minus the amount by which
the Competitive Loans outstanding at such time shall be deemed to have used
such Commitment pursuant to Section 2.16, subject, however, to the conditions
that (i) at no time shall (A) the sum of (x) the outstanding aggregate
principal amount of all Standby Loans made by all Lenders plus (y) the
outstanding aggregate principal amount of all Competitive Loans made by all
Lenders exceed (B) the Total Commitment and (ii) at all times, the outstanding
aggregate principal amount of all Standby Loans made by each Lender shall equal
the product of (A) the percentage which its Commitment represents of the Total
Commitment times (B) the outstanding aggregate principal amount of all Standby
Loans.

                 Within the foregoing limits, the Borrowers may borrow, pay or
prepay and reborrow Standby Loans hereunder, on and after the Effective Date
and prior to the Maturity Date, subject to the terms, conditions and
limitations set forth herein.

                 SECTION 2.02.  Loans.  (a)  Each Standby Loan shall be made as
part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments; provided, however, that the
failure of any Lender to make any Standby Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender).  Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.03.  The
Standby Loans or Competitive Loans comprising any Borrowing shall be (i) in the
case of Competitive Loans, in an aggregate principal amount which is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) in the
case of Standby Loans, in an aggregate principal amount which is an integral
multiple of $5,000,000 and not less than $20,000,000 (or an aggregate principal
amount equal to the remaining balance of the available Commitments).

                 (b)  Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing
shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the
Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch, agency or Affiliate of such Lender to make such Loan; provided
that any
<PAGE>   17
                                                                              13



exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement.  Borrowings of
more than one Type may be outstanding at the same time.  For purposes of the
foregoing, Loans having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Loans.

                 (c)  Subject to Section 2.05, each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Administrative Agent in New York, New York,
not later than 12:00 noon, New York City time, and the Administrative Agent
shall by 3:00 p.m., New York City time, credit the amounts so received to the
account or accounts specified from time to time in one or more notices
delivered by the Company to the Administrative Agent or, if a Borrowing shall
not occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective Lenders.
Competitive Loans shall be made by the Lender or Lenders whose Competitive Bids
therefor are accepted pursuant to Section 2.03 in the amounts so accepted.
Standby Loans shall be made by the Lenders pro rata in accordance with Section
2.16.  Unless the Administrative Agent shall have received notice from a Lender
prior to the date (or, in the case of ABR Borrowings, on the date) of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's portion of such Borrowing, the Administrative Agent may assume
that such Lender has made such portion available to the Administrative Agent on
the date of such Borrowing in accordance with this paragraph (c) and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount.  If and to the extent that
such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Effective Rate.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

                 SECTION 2.03.  Competitive Bid Procedure.  (a)  In order to
request Competitive Bids, a Borrower (the "Applicable Borrower") shall hand
deliver or telecopy to the Administrative Agent a duly completed Competitive
Bid Request in the form of Exhibit A-1 hereto, to be received by the
Administrative Agent (i) in the case of a Eurodollar Competitive Loan, not
later than 10:00 a.m., New York City time, four Business Days before a proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., New York City time, one Business Day before a proposed
Competitive Borrowing.  No ABR Loan shall be requested in, or made pursuant to,
a Competitive Bid Request.  A Competitive Bid Request that does not conform
substantially to the format of Exhibit A-1 may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
promptly notify the Borrower of such rejection by telecopy.  Each Competitive
Bid Request shall refer to this Agreement and specify (w) whether the Borrowing
then being requested is to be a Eurodollar Borrowing or a Fixed Rate Borrowing,
(x) the date of such Borrowing (which shall be a Business Day) and the
aggregate principal amount thereof, which shall be in a minimum principal
amount of $10,000,000 and in an integral multiple of $5,000,000, and (y) the
Interest Period with respect thereto (which may not end after the Maturity
Date).  Promptly after its receipt of a Competitive Bid Request that is not
rejected as aforesaid, the Administrative Agent shall  telecopy to the Lenders
a Notice of Competitive Bid Request inviting the Lenders to bid, on the terms
and conditions of this Agreement, to make Competitive Loans.

                 (b)  Each Lender invited to bid may, in its sole discretion,
make one or more Competitive Bids to the Applicable Borrower responsive to such
Borrower's Competitive Bid Request.
<PAGE>   18
                                                                              14



Each Competitive Bid by a Lender must be received by the Administrative Agent
by telecopy, in the form of Exhibit A-3 hereto, (i) in the case of a Eurodollar
Competitive Loan, not later than 9:30 a.m., New York City time, three Business
Days before a proposed Competitive Borrowing and (ii) in the case of a Fixed
Rate Borrowing, not later than 9:30 a.m., New York City time, on the day of a
proposed Competitive Borrowing.  A Lender may submit multiple bids to the
Administrative Agent.  Competitive Bids that do not conform substantially to
the format of Exhibit A-3 may be rejected by the Administrative Agent, and the
Administrative Agent shall notify the Lender making such nonconforming bid of
such rejection as soon as practicable.  Each Competitive Bid shall refer to
this Agreement and specify (x) the principal amount (which shall be in a
minimum principal amount of $5,000,000 and in an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested) of the Competitive Loan or Loans that the Lender is
willing to make, (y) the Competitive Bid Rate or Rates at which the Lender is
prepared to make the Competitive Loan or Loans and (z) the Interest Period and
the last day thereof.  If any Lender invited to bid shall elect not to make a
Competitive Bid, such Lender shall so notify the Administrative Agent by
telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30
a.m., New York City time, three Business Days before a proposed Competitive
Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m.,
New York City time, on the day of a proposed Competitive Borrowing; provided,
however, that failure by any Lender to give such notice shall not cause such
Lender to be obligated to make any Competitive Loan as part of such Competitive
Borrowing.  A Competitive Bid submitted by a Lender pursuant to this paragraph
(b) shall be irrevocable.

                 (c)  The Administrative Agent shall as promptly as practicable
notify the Borrower, by telecopy, of all the Competitive Bids made, the
Competitive Bid Rate and the principal amount of each Competitive Loan in
respect of which a Competitive Bid was made and the identity of the Lender that
made each bid.  The Administrative Agent shall send a copy of all Competitive
Bids to the Borrower for its records as soon as practicable after completion of
the bidding process set forth in this Section 2.03.

                 (d)  The Borrower may in its sole and absolute discretion,
subject only to the provisions of this paragraph (d), accept or reject any
Competitive Bid referred to in paragraph (c) above.  The Borrower shall notify
the Administrative Agent by telephone, confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has decided
to accept or reject any of or all the bids referred to in paragraph (c) above
not more than one hour after it shall have been notified of such bids by the
Administrative Agent pursuant to such paragraph (c); provided, however, that
(i) the failure of the Borrower to give such notice shall be deemed to be a
rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower
shall not accept a bid made at a particular Competitive Bid Rate if it has
decided to reject a bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the  Borrower shall not
exceed the principal amount specified in the Competitive Bid Request, (iv) if
the Borrower shall accept a bid or bids made at a particular Competitive Bid
Rate but the amount of such bid or bids shall cause the total amount of bids to
be accepted to exceed the amount specified in the Competitive Bid Request, then
the Borrower shall accept a portion of such bid or bids in an amount equal to
the amount specified in the Competitive Bid Request less the amount of all
other Competitive Bids accepted with respect to such Competitive Bid Request,
which acceptance, in the case of multiple bids at such Competitive Bid Rate,
shall be made pro rata in accordance with the amount of each such bid at such
Competitive Bid Rate, and (v) except pursuant to clause (iv) above, no bid
shall be accepted for a Competitive Loan unless such Competitive Loan is in a
minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further, however, 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 be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions
of multiple bids at a particular Competitive Bid Rate pursuant to clause (iv)
the
<PAGE>   19
                                                                              15



amounts shall be rounded to integral multiples of $1,000,000 in a manner which
shall be in the discretion of the Borrower.  A notice given pursuant to this
paragraph (d) shall be irrevocable.

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

                 (f)  No Competitive Borrowing shall be requested or made
hereunder if after giving effect thereto any of the conditions set forth in
paragraphs (i) or (ii) of Section 2.01 would not be met.

                 (g)  If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such bid directly
to the Applicable Borrower one quarter of an hour earlier than the latest time
at which the other Lenders are required to submit their bids to the
Administrative Agent pursuant to paragraph (b) above.

                 (h)  All notices required by this Section 2.03 shall be given
in accordance with Section 9.01.

                 SECTION 2.04.  Standby Borrowing Procedure.  In order to
request a Standby Borrowing, a Borrower shall hand deliver or telecopy to the
Administrative Agent a duly completed Standby Borrowing Request in the form of
Exhibit A-5 (a) in the case of a Eurodollar Standby Loan, not later than 10:30
a.m., New York City time, three Business Days before such Borrowing, and (b) in
the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on
the day of such Borrowing.  No Fixed Rate Loan shall be requested or made
pursuant to a Standby Borrowing Request.  Such notice shall be irrevocable and
shall in each case specify (i) whether the Borrowing then being requested is to
be a Eurodollar Standby Loan or an ABR Borrowing; (ii) the date of such Standby
Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if
such Borrowing is to be a Eurodollar Standby Loan, the Interest Period with
respect thereto, which shall not end after the Maturity Date.  If no election
as to the Type of Standby Borrowing is specified in any such notice, then the
requested Standby Borrowing shall be an ABR Borrowing.   If no Interest Period
with respect to any Eurodollar Standby Loan is specified in any such notice,
then the Borrower shall be deemed to have selected an Interest Period of one
month's duration, in the case of a Eurodollar Borrowing.  Notwithstanding any
other provision of this Agreement to the contrary, no Standby Borrowing shall
be requested if the Interest Period with respect thereto would end after the
Maturity Date.  The Administrative Agent shall promptly advise each of the
Lenders of any notice given pursuant to this Section 2.04 and of each Lender's
portion of the requested Borrowing.

                 SECTION 2.05.  Conversion and Continuation of Standby Loans.
Each Borrower shall have the right at any time upon prior irrevocable notice to
the Administrative Agent (i) not later than 10:30 a.m., New York City time, on
the day of the conversion, to convert all or any part of any Eurodollar Standby
Loan into an ABR Borrowing, and (ii) not later than 10:30 a.m., New York City
time, three Business Days prior to conversion or continuation, to convert any
ABR Borrowing into a Eurodollar Standby Loan or to continue any Eurodollar
Standby Loan as a Eurodollar Standby Loan for an additional Interest Period,
subject in each case to the following:

                 (a) if less than all the outstanding principal amount of any
         Standby Borrowing shall be converted or continued, the aggregate
         principal amount of the Standby Borrowing converted or continued shall
         be an integral multiple of $5,000,000 and not less than $20,000,000;
<PAGE>   20
                                                                              16



                 (b) accrued interest on a Standby Borrowing (or portion
         thereof) being converted shall be paid by the Borrower at the time of
         conversion;

                 (c) if any Eurodollar Standby Loan is converted at a time
         other than the end of the Interest Period applicable thereto, the
         Borrower shall pay, upon demand, any amounts due to the Lenders
         pursuant to Section 2.15;

                 (d) any portion of a Standby Borrowing maturing or required to
         be repaid in less than one month may not be converted into or
         continued as a Eurodollar Standby Loan;

                 (e) any portion of a Eurodollar Standby Loan which cannot be
         continued as a Eurodollar Standby Loan by reason of clause (d) above
         shall be automatically converted at the end of the Interest Period in
         effect for such Eurodollar Standby Borrowing into an ABR Borrowing;

                 (f) no Interest Period may be selected for any Eurodollar
         Standby Loan that would end later than the Maturity Date; and

                 (g) at any time when there shall have occurred and be
         continuing any Default or Event of Default, no Borrowing may be
         converted into or continued as a Eurodollar Standby Loan.

                 Each notice pursuant to this Section 2.05 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of
the Standby Borrowing to be converted or continued, (ii) whether such Standby
Borrowing is to be converted to or continued as a Eurodollar Standby Loan or an
ABR Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Standby Borrowing
is to be converted to or continued as a Eurodollar Standby Loan, the Interest
Period with respect thereto.  If no Interest Period is specified in any such
notice with respect to any conversion to or continuation as a Eurodollar
Standby Loan, the Borrower shall be deemed to have selected an Interest Period
of one month's duration.  If no notice shall have been given in accordance with
this Section 2.05 to convert or continue any Standby Borrowing, such Standby
Borrowing shall, at the end of the Interest Period applicable thereto (unless
repaid pursuant to the terms hereof), automatically be continued into a new
Interest Period as an ABR Borrowing.

                 SECTION 2.06.  Fees.  (a)  The Company agrees to pay to each
Lender, through the Administrative Agent, on each March 31, June 30, September
30 and December 31 (with the first payment being due on December 31, 1995) and
on each date on which the Commitment of such Lender shall be terminated as
provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal
to the Applicable Percentage from time to time in effect on the amount of the
Commitment of such Lender, whether used or unused, during the preceding quarter
(or other period commencing on the Effective Date, or ending with the Maturity
Date or any date on which the Commitment of such Lender shall be terminated).
All Facility Fees shall be computed on the basis of the actual number of days
elapsed in a year of 365 or 366 days, as the case may be.  The Facility Fee due
to each Lender shall commence to accrue on the Effective Date, and shall cease
to accrue on the earlier of the Maturity Date and the termination of the
Commitment of such Lender as provided herein.

                 (b)  The Company agrees to pay the Administrative Agent, for
its own account, the administrative and other fees separately agreed to by the
Company and the Administrative Agent (the "Administrative Fees").
<PAGE>   21
                                                                              17



                 (c)  All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders except that the Administrative Fee shall be paid
pursuant to paragraph (b) above.  Once paid, none of the Fees shall be
refundable under any circumstances.

                 SECTION 2.07.  Repayment of Loans; Evidence of Debt.  (a)
Each Borrower hereby agrees that the outstanding principal balance of each
Standby Loan shall be payable on the Maturity Date and that the outstanding
principal balance of each Competitive Loan shall be payable on the last day of
the Interest Period applicable thereto.  Each Loan shall bear interest on the
outstanding principal balance thereof as set forth in Section 2.08.

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

                 (c)  The Administrative Agent shall maintain accounts in which
it will record (i) the amount of each Loan made hereunder, the Type of each
Loan made 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 from each Borrower and each Lender's share
thereof.

                 (d)  The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, 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 obligations of the Borrowers to repay the
Loans in accordance with their terms.

                 SECTION 2.08.  Interest on Loans.  (a)  Subject to the
provisions of Section 2.09, the Loans comprising each Eurodollar Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 360 days) at a rate per annum equal to (i) in the case of each
Eurodollar Standby Loan, the LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Percentage from time to time in effect and
(ii) in the case of each Eurodollar Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Margin offered by the
Lender making such Loan and accepted by the Borrower pursuant to Section 2.03.

                 (b)  Subject to the provisions of Section 2.09, the Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, for periods during which the Alternate Base Rate is determined by reference
to the Prime Rate and 360 days for other periods) at a rate per annum equal to
the Alternate Base Rate.

                 (c)  Subject to the provisions of Section 2.09, each Fixed
Rate Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the fixed rate
of interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

                 (d)  Interest on each Loan shall be payable on each Interest
Payment Date applicable to such Loan except as otherwise provided in this
Agreement.  The applicable LIBO Rate or Alternate Base Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be
<PAGE>   22
                                                                              18



determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

                 SECTION 2.09.  Default Interest.  If a Borrower shall default
in the payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, whether by scheduled maturity, notice of prepayment,
acceleration or otherwise, such Borrower shall on demand from time to time from
the Administrative Agent pay interest, to the extent permitted by law, on such
defaulted amount up to (but not including) the date of actual payment (after as
well as before judgment) at a rate per annum (computed as provided in Section
2.08(b)) equal to the Alternate Base Rate plus 2%.

                 SECTION 2.10.  Alternate Rate of Interest.  In the event, and
on each occasion, that on the day two Business Days prior to the commencement
of any Interest Period for a Eurodollar Borrowing, the Administrative Agent
shall have determined (i) that dollar deposits in the principal amounts of the
Eurodollar Loans comprising such Borrowing are not generally available in the
London interbank market or (ii) that reasonable means do not exist for
ascertaining the LIBO Rate, the Administrative Agent shall, as soon as
practicable thereafter, give telecopy notice of such determination to the
Borrower and the Lenders.  In the event of any such determination under clauses
(i) or (ii) above, until the Administrative Agent shall have advised the
Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (x) any request by a Borrower for a Eurodollar Competitive Loan
pursuant to Section 2.03 shall be of no force and effect and shall be denied by
the Administrative Agent and (y) any request by a Borrower for a Eurodollar
Standby Loan pursuant to Section 2.04 shall be deemed to be a request for an
ABR Borrowing.  In the event the Required Lenders notify the Administrative
Agent that the rates at which dollar deposits are being offered will not
adequately and fairly reflect the cost to such Lenders of making or maintaining
Eurodollar Loans during such Interest Period, the Administrative Agent shall
notify the applicable Borrower of such notice and until the Required Lenders
shall have advised the Administrative Agent that the circumstances giving rise
to such notice no longer exist, any request by such Borrower for a Eurodollar
Standby Loan shall be deemed a request for an ABR Borrowing.  Each
determination by the Administrative Agent hereunder shall be made in good faith
and shall be conclusive absent manifest error.

                 SECTION 2.11.  Termination and Reduction of Commitments.  (a)
The Commitments shall be automatically terminated on the Maturity Date.

                 (b)  Upon at least three Business Days' prior irrevocable
telecopy notice to the Administrative Agent, the Company may at any time in
whole permanently terminate, or from time to time in part permanently reduce,
the Total Commitment; provided, however, that (i) each partial reduction of the
Total Commitment shall be in an integral multiple of $10,000,000 and in a
minimum principal amount of $50,000,000 and (ii) no such termination or
reduction shall be made which would reduce the Total Commitment to an amount
less than the aggregate outstanding principal amount of the Competitive Loans.

                 (c)  Each reduction in the Total Commitment hereunder shall be
made ratably among the Lenders in accordance with their respective Commitments.
The Borrowers shall pay to the Administrative Agent for the account of the
Lenders, on the date of each termination of the Total Commitment, the Facility
Fees on the amount of the Commitments so terminated accrued through the date of
such termination or reduction.

                 SECTION 2.12.  Prepayment.  (a)  Each Borrower shall have the
right at any time and from time to time to prepay any Standby Borrowing, in
whole or in part, upon giving telecopy
<PAGE>   23
                                                                              19



notice (or telephone notice promptly confirmed by telecopy) to the
Administrative Agent:  (i) before 10:00 a.m., New York City time, three
Business Days prior to prepayment, in the case of Eurodollar Loans, and (ii)
before 10:00 a.m., New York City time, one Business Day prior to prepayment, in
the case of ABR Loans; provided, however, that each partial prepayment shall be
in an amount which is an integral multiple of $10,000,000 and not less than
$50,000,000.  No prepayment may be made in respect of any Competitive
Borrowing.

                 (b)  On the date of any termination or reduction of the
Commitments pursuant to Section 2.11, the Borrowers shall pay or prepay so much
of the Standby Borrowings as shall be necessary in order that the sum of the
aggregate Competitive Loan Exposures and Standby Loan Exposures will not exceed
the Total Commitment, after giving effect to such termination or reduction.

                 (c)  Each notice of prepayment shall specify the prepayment
date and the principal amount of each Borrowing (or portion thereof) to be
prepaid, shall be irrevocable and shall commit the applicable Borrower to
prepay such Borrowing (or portion thereof) by the amount stated therein on the
date stated therein.  All prepayments under this Section 2.12 shall be subject
to Section 2.15 but otherwise without premium or penalty.  All prepayments
under this Section 2.12 shall be accompanied by accrued interest on the
principal amount being prepaid to the date of payment.

                 SECTION 2.13.  Reserve Requirements; Change in Circumstances.
(a)  Notwithstanding any other provision herein, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation
or administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall result in the imposition, modification or applicability of any
reserve, special deposit or similar requirement against assets of, deposits
with or for the account of or credit extended by any Lender, or shall result in
the imposition on any Lender or the London interbank market of any other
condition affecting this Agreement, such Lender's Commitment or any Eurodollar
Loan or Fixed Rate Loan 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 Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise) by an amount deemed by such Lender  to be material, then such
additional amount or amounts as will compensate such Lender for such additional
costs or reduction will be paid by the Borrowers to such Lender upon demand.
Notwithstanding the foregoing, no Lender shall be entitled to request
compensation under this paragraph with respect to any Competitive Loan if the
change giving rise to such request was applicable to such Lender at the time of
submission of the Competitive Bid pursuant to which such Competitive Loan was
made.

                 (b)  If any Lender shall have determined that the adoption of
any law, rule, regulation or guideline arising out of the July 1988 report of
the Basle Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards", or
the adoption after the date hereof of any other law, rule, regulation or
guideline regarding capital adequacy, or any change in any of the foregoing or
in the interpretation or administration of any of the foregoing by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender  (or any
lending office of such Lender or any Lender's  holding company with any request
or directive regarding capital adequacy (whether or not having the force of
law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's  capital or on
the capital of such Lender's holding company, if any, as a consequence of this
Agreement, such Lender's Commitment or the Loans made by such Lender pursuant
hereto  to a level below that which such Lender or such Lender's holding
company could have achieved but for such adoption, change or compliance (taking
into consideration such Lender's policies and the policies of
<PAGE>   24
                                                                              20



such Lender's holding company with respect to capital adequacy) by an amount
deemed by such Lender  to be material, then from time to time such additional
amount or amounts as will compensate such Lender for such reduction will be
paid by the Borrowers to such Lender.  It is acknowledged that this Agreement
is being entered into by the Lenders on the understanding that the Lenders will
not be required to maintain capital against their Commitments under currently
applicable laws, regulations and regulatory guidelines.  In the event the
Lenders shall be advised by any Governmental Authority or shall otherwise
determine on the basis of pronouncements of any Governmental Authority that
such understanding is incorrect, it is agreed that the Lenders will be entitled
to make claims under this paragraph (b) based upon market requirements
prevailing on the date hereof for commitments under comparable credit
facilities against which capital is required to be maintained.

                 (c)  A certificate of any Lender setting forth such amount or
amounts as shall be necessary to compensate such Lender or its holding company
as specified in paragraph (a) or (b) above, as the case may be, shall be
delivered to the Company and shall be conclusive absent manifest error.  The
Borrowers shall pay such Lender the amount shown as due on any such certificate
delivered by it within 10 days after its receipt of the same.

                 (d)  Failure on the part of any Lender to demand compensation
for any increased costs or reduction in amounts received or receivable or
reduction in return on capital with respect to any period shall not constitute
a waiver of such Lender's right to demand compensation with respect to such
period or any other period; provided, however, that no Lender shall be entitled
to compensation under this Section 2.13 for any costs incurred or reductions
suffered with respect to any date unless it shall have notified the Company
that it will demand compensation for such costs or reductions under paragraph
(c) above not more than 90 days after the later of (i) such date and (ii) the
date on which it shall have become aware of such costs or reductions.  The
protection of this Section shall be available to each Lender regardless of any
possible contention of the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall have occurred or
been imposed.

                 SECTION 2.14.  Change in Legality.  (a)  Notwithstanding any
other provision herein, if  any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written
notice to the Company and to the Administrative Agent, such Lender may:


                 (i) declare that Eurodollar Loans will not thereafter be made
         by such Lender hereunder, whereupon such Lender shall not submit a
         Competitive Bid in response to a request for a Eurodollar Competitive
         Loan and any request for a Eurodollar Standby Loan shall, as to such
         Lender only, be deemed a request for an ABR Loan, unless such
         declaration shall be subsequently withdrawn;  and

                 (ii) require that all outstanding Eurodollar Loans, made by it
         be converted to ABR Loans, in which event all such Eurodollar Loans,
         shall be automatically converted to ABR Loans, as of the effective
         date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied
to repay the Eurodollar Loans, that would have been made by such Lender or the
converted Eurodollar Loans, of such Lender shall instead be applied to repay
the ABR Loans, made by such Lender in lieu of, or resulting from the conversion
of, such Eurodollar Loans.
<PAGE>   25
                                                                              21



                 (b)  For purposes of this Section 2.14, a notice by any Lender
shall be effective as to each Eurodollar Loan, if lawful, on the last day of
the Interest Period currently applicable to such Eurodollar Loan; in all other
cases such notice shall be effective on the date of receipt.

                 SECTION 2.15.  Indemnity.  The Borrowers shall indemnify each
Lender against any out-of-pocket loss or expense which such Lender may sustain
or incur as a consequence of (a) any failure to borrow or to refinance, convert
or continue any Loan hereunder after irrevocable notice of such borrowing,
refinancing, conversion or continuation has been given pursuant to Section
2.03, 2.04 or 2.05, (b) any payment, prepayment or conversion, or assignment
required under Section 2.20, of a Eurodollar Loan required by any other
provision of this Agreement or otherwise made or deemed made on a date other
than the last day of the Interest Period, if any, applicable thereto, (c) any
default in payment or prepayment of the principal amount of any Loan or any
part thereof or interest accrued thereon, as and when due and payable (at the
due date thereof, whether by scheduled maturity, acceleration, irrevocable
notice of prepayment or otherwise) or (d) the occurrence of any Event of
Default, including, in each such case, any loss or reasonable expense sustained
or incurred or to be sustained or incurred in liquidating or employing deposits
from third parties acquired to effect or maintain such Loan or any part thereof
as a Eurodollar Loan.  Such loss or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such Lender, of (i)
its cost of obtaining the funds for the Loan being paid, prepaid, refinanced or
not borrowed (assumed to be the LIBO Rate applicable thereto) for the period
from the date of such payment, prepayment, refinancing or failure to borrow or
refinance to the last day of the Interest Period for such Loan (or, in the case
of a failure to borrow or refinance the Interest Period for such Loan which
would have commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be realized by
such Lender in reemploying the funds so paid, prepaid or not borrowed or
refinanced for such period or Interest Period, as the case may be.  A
certificate of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this Section shall be delivered to such
Borrower and shall be conclusive absent manifest error.

                 SECTION 2.16.  Pro Rata Treatment.  Except as required under
Sections 2.14 and 2.20, each payment or prepayment of principal of any Standby
Borrowing, each payment of interest on the Standby Loans, each payment of the
Facility Fees, each reduction of the Commitments and each refinancing or
conversion of any Borrowing with a Standby Borrowing of any Type, shall be
allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Standby
Loans).  Each payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing.  Each payment of interest on any
Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Competitive Loans comprising
such Borrowing.  For purposes of determining the available Commitments of the
Lenders at any time, each outstanding Competitive Borrowing shall be deemed to
have utilized the Commitments of the Lenders (including those Lenders which
shall not have made Loans as part of such Competitive Borrowing) pro rata in
accordance with such respective Commitments.  Each Lender agrees that in
computing such Lender's portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lender's percentage of
such Borrowing to the next higher or lower whole dollar amount.

                 SECTION 2.17.  Sharing of Setoffs.  Each Lender agrees that if
it shall, through the exercise of a right of banker's lien, setoff or
counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other
<PAGE>   26
                                                                              22



similar law or otherwise, or by any other means, obtain payment (voluntary or
involuntary) in respect of any Standby Loan or Loans as a result of which the
unpaid principal portion of its Standby Loans shall be proportionately less
than the unpaid principal portion of the Standby Loans of any other Lender, it
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a
participation in the Standby Loans of such other Lender, so that the aggregate
unpaid principal amount of the Standby Loans and participations in the Standby
Loans held by each Lender shall be in the same proportion to the aggregate
unpaid principal amount of all Standby Loans then outstanding as the principal
amount of its Standby Loans prior to such exercise of banker's lien, setoff or
counterclaim or other event was to the principal amount of all Standby Loans
outstanding prior to such exercise of banker's lien, setoff or counterclaim or
other event; provided, however, that, if any such purchase or purchases or
adjustments shall be made pursuant to this Section 2.17 and the payment giving
rise thereto shall thereafter be recovered, such purchase or purchases or
adjustments shall be rescinded to the extent of such recovery and the purchase
price or prices or adjustment restored without interest.  Any Lender holding a
participation in a Standby Loan deemed to have been so purchased may exercise
any and all rights of banker's lien, setoff or counterclaim with respect to any
and all moneys owing to such Lender by reason thereof as fully as if such
Lender had made a Standby Loan in the amount of such participation.

                 SECTION 2.18.  Payments.  (a)  The Borrowers shall make each
payment (including principal of or interest on any Borrowing and any Fees or
other amounts) hereunder from an account in the United States not later than
12:00 noon, local time at the place of payment, on the date when due in funds
to the Administrative Agent at its offices at 270 Park Avenue, New York, New
York, in immediately available funds.  Each such payment shall be made in
dollars.

                 (b)  Whenever any payment (including principal of or interest
on any Borrowing or any Fees or other amounts) hereunder shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

                 SECTION 2.19.  Taxes.  (a)  Any and all payments to the
Lenders hereunder shall be made, in accordance with Section 2.18, free and
clear of and without deduction for any and all current or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding (i) income taxes imposed on the income of the Administrative
Agent or any Lender (or any transferee or assignee thereof, including a
participation holder (any such entity a "Transferee")) and (ii) franchise taxes
imposed on the income, assets or net worth of the Administrative Agent or any
Lender (or Transferee), in each case by the jurisdiction under the laws of
which the Administrative Agent or such Lender (or Transferee) is organized or
doing business (other than as a result of entering into this Agreement,
performing any obligations hereunder, receiving any payments hereunder or
enforcing any rights hereunder), or any political subdivision thereof (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities, collectively or individually, "Taxes").  If any Borrower shall be
required to deduct any Taxes from or in respect of any sum payable hereunder to
any Lender (or any Transferee) or the Administrative Agent, (i) the sum payable
shall be increased by the amount (an "additional amount") necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.19) such Lender (or Transferee)
other Administrative Agent (as the case may be) shall receive an amount equal
to the sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions and (iii) such Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.
<PAGE>   27
                                                                              23



                 (b)  In addition, the Borrowers shall pay to the relevant
Governmental Authority in accordance with applicable law any current or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document ("Other Taxes").

                 (c)  The Borrowers shall indemnify each Lender (or Transferee)
and the Administrative Agent for the full amount of Taxes and Other Taxes paid
by such Lender (or Transferee) or the Administrative Agent, as the case may be,
and any liability (including penalties, interest and expenses (including
reasonable attorney's fees and expenses)) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted by the relevant Governmental Authority.  A certificate as to the
amount of such payment or liability prepared by a Lender (or Transferee) or the
Administrative Agent on its behalf, absent manifest error, shall be final,
conclusive and binding for all purposes.  Such indemnification shall be made
within 30 days after the date any Lender (or Transferee) or the Administrative
Agent, as the case may be, makes written demand therefor, which written demand
shall be made within 60 days of the date such Lender (or Transferee) or the
Administrative Agent receives written demand for payment of such Taxes or Other
Taxes from the relevant Governmental Authority.

                 (d)  If a Lender (or Transferee) or the Administrative Agent
shall become aware that it is entitled to claim a refund from a Governmental
Authority in respect of Taxes or Other Taxes as to which it has been
indemnified by the Borrowers, or with respect to which the Borrowers have paid
additional amounts, pursuant to this Section 2.19, it shall promptly notify the
Borrowers of the availability of such refund claim and shall, within 30 days
after receipt of a request by the Borrowers, make a claim to such Governmental
Authority for such refund at the Borrowers' expense.  If a Lender (or
Transferee) or the Administrative Agent receives a refund (including pursuant
to a claim for refund made pursuant to the preceding sentence) in respect of
any Taxes or Other Taxes as to which it has been indemnified by the Borrowers
or with respect to which the Borrowers have paid additional amounts pursuant to
this Section 2.19, it shall within 30 days from the date of such receipt pay
over such refund to the Borrowers (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrowers under this Section 2.19 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of such Lender (or Transferee) or the Administrative
Agent and without interest (other than interest paid by the relevant
Governmental Authority with respect to such refund); provided, however, that
the Borrowers, upon the request of such Lender (or Transferee) or the
Administrative Agent, agree to repay the amount paid over to the Borrowers
(plus penalties, interest or other charges) to such Lender (or Transferee) or
the Administrative Agent in the event such Lender (or Transferee) or the
Administrative Agent is required to repay such refund to such Governmental
Authority.

                 (e)  As soon as practicable after the date of any payment of
Taxes or Other Taxes by the Borrowers to the relevant Governmental Authority,
the Borrowers will deliver to the Administrative Agent, at its address referred
to in Section 9.01, the original or a certified copy of a receipt issued by
such Governmental Authority evidencing payment thereof.

                 (f)  Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.19
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

                 (g)  Each Lender (or Transferee) that is organized under the
laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia (a "Non-U.S. Lender") shall deliver to the Company and the
Administrative Agent two copies of either United States Internal
<PAGE>   28
                                                                              24



Revenue Service Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. Federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form
W-8, or any subsequent versions thereof or successors thereto (and, if such
Non-U.S. Lender delivers a Form W-8, a certificate representing that such
Non-U.S.  Lender is not a bank for purposes of Section 881(c) of the Code, is
not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of the Company and is not a controlled foreign corporation related to the
Company (within the meaning of Section 864(d)(4) of the Code)), properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
from, or reduced rate of, U.S. Federal withholding tax on payments by the
Company under this Agreement.  Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement (or, in the
case of a Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a "New Lending Office").  In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this Section 2.19(g), a Non-U.S. Lender
shall not be required to deliver any form pursuant to this Section 2.19(g) that
such Non-U.S. Lender is not legally able to deliver.

                 (h)  The Company shall not be required to indemnify any
Non-U.S. Lender, or to pay any additional amounts to any Non-U.S. Lender, in
respect of United States Federal withholding tax pursuant to paragraph (a) or
(c) above to the extent that (i) the obligation to withhold amounts with
respect to United States Federal withholding tax existed on the date such
Non-U.S.  Lender became a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on the date such participation
holder became a Transferee hereunder) or, with respect to payments to a New
Lending Office, the date such Non-U.S.  Lender designated such New Lending
Office with respect to a Loan; provided, however, that this clause (i) shall
not apply to any Transferee or New Lending Office that becomes a Transferee or
New Lending Office as a result of an assignment, participation, transfer or
designation made at the request of the Company; and provided further, however,
that this clause (i) shall not apply to the extent the indemnity payment or
additional amounts any Transferee, or Lender (or Transferee) through a New
Lending Office, would be entitled to receive (without regard to this clause
(i)) do not exceed the indemnity payment or additional amounts that the person
making the assignment, participation or transfer to such Transferee, or Lender
(or Transferee) making the designation of such New Lending Office, would have
been entitled to receive in the absence of such assignment, participation,
transfer or designation or (ii) the obligation to pay such additional amounts
would not have arisen but for a failure by such Non-U.S. Lender to comply with
the provisions of paragraph (g) above.

                 (i)  Any Lender (or Transferee)claiming any indemnity payment
or additional amounts payable pursuant to this Section 2.19 shall use
reasonable efforts (consistent with legal and regulatory restrictions) to file
any certificate or document reasonably requested in writing by the Company or
to change the jurisdiction of its applicable lending office if the making of
such a filing or change would avoid the need for or reduce the amount of any
such indemnity payment or additional amounts that may thereafter accrue and
would not, in the sole determination of such Lender (or Transferee), be
otherwise disadvantageous to such Lender (or Transferee).

                 (j)  Nothing contained in this Section 2.19 shall require any
Lender (or Transferee) or the Administrative Agent to make available any of its
tax returns (or any other information that it deems to be confidential or
proprietary).

                 SECTION 2.20.  Duty to Mitigate; Assignment of Commitments
Under Certain Circumstances.  (a)  Any Lender (or Transferee) claiming any
additional amounts payable pursuant to
<PAGE>   29
                                                                              25



Section 2.13 or Section 2.19 or exercising its rights under Section 2.14 shall
use reasonable efforts (consistent with legal and regulatory restrictions) to
file any certificate or document requested by the Company or to change the
jurisdiction of its applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any such additional
amounts which may thereafter accrue or avoid the circumstances giving rise to
such exercise and would not, in the sole determination of such Lender (or
Transferee), be otherwise disadvantageous to such Lender (or Transferee).

                 (b)  In the event that any Lender shall have delivered a
notice or certificate pursuant to Section 2.13 or 2.14, or the Company shall be
required to make additional payments to any Lender under Section 2.19, the
Company shall have the right, at its own expense, upon notice to such Lender
and the Administrative Agent, to require such Lender to transfer and assign
without recourse, representation or warranty (in accordance with and subject to
the restrictions contained in Section 9.04) all interests, rights and
obligations contained hereunder to another financial institution approved by
the Administrative Agent (which approval shall not be unreasonably withheld)
which shall assume such obligations; provided that (i) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental
Authority and (ii) the assignee or the Company, as the case may be, shall pay
to the affected Lender in immediately available funds on the date of such
assignment the principal of and interest accrued to the date of payment on the
Loans made by it hereunder and all other amounts accrued for its account or
owed to it hereunder.


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                 Each Borrower represents and warrants to each of the Lenders
that:

                 SECTION 3.01.  Organization; Powers.  Each Borrower and each
of the Subsidiaries (a) is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b)
has all requisite power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is
qualified to do business in every jurisdiction where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Effect, and (d) in the case of each Borrower, has the corporate power
and authority to execute, deliver and perform its obligations under the Loan
Documents and to borrow hereunder and thereunder.

                 SECTION 3.02.  Authorization.  The execution, delivery and
performance by the Borrowers of this Agreement, the promissory notes, if any,
issued pursuant to Section 9.04(i) (and by the Borrowing Subsidiaries of each
Borrowing Subsidiary Agreement), the Borrowings hereunder and the completion of
the Distribution (collectively, the "Transactions") (a) have been duly
authorized by all requisite corporate action and (b) will not (i) violate (A)
any provision of any law, statute, rule or regulation (including the Margin
Regulations) or of the certificate of incorporation or other constitutive
documents or by-laws of the Borrowers, (B) any order of any Governmental
Authority or (C) any provision of any indenture, agreement or other instrument
to which any Borrower is a party or by which it or any of its property is or
may be bound, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or (iii) result in the creation or
imposition of any lien upon any property or assets of any Borrower.
<PAGE>   30
                                                                              26



                 SECTION 3.03.  Enforceability.  This Agreement and each Loan
Document to which a Borrower is a party constitutes a legal, valid and binding
obligation of each Borrower enforceable in accordance with its terms.

                 SECTION 3.04.  Governmental Approvals.  No action, consent or
approval of, registration or filing with or other action by any Governmental
Authority, other than those which have been taken, given or made, as the case
may be, is or will be required with respect to any Borrower in connection with
the Transactions.

                 SECTION 3.05.  Financial Statements.  (a)  The Company has
heretofore furnished to the Administrative Agent and the Lenders copies of its
combined balance sheet and statements of income and cash flow as of and for the
year ended December 31, 1994, and the six months ended June 30, 1995, as
included in the Proxy Statement.  Such financial statements present fairly, in
all material respects, the consolidated combined financial condition and the
results of operations of the Company and the Subsidiaries as of such dates and
for such periods in accordance with GAAP.

                 (b)  The Company has heretofore furnished to the
Administrative Agent and the Lenders copies of its pro forma combined balance
sheet and statements of income as of June 30, 1995, and for the year and the
six months ended December 31, 1994, and June 30, 1995, respectively, giving
effect to the Distribution and certain related transactions.  Such financial
statements present fairly, in all material respects, the consolidated combined
financial condition and the results of operations of the Company and the
Subsidiaries on a pro forma basis as of such dates and for such periods in
accordance with GAAP.

                 (c)  As of the Effective Date, there has been no material
adverse change in the consolidated financial condition of the Company and the
Subsidiaries taken as a whole from the financial condition reported in the
financial statements referenced in paragraph (a) of this Section 3.05.

                 SECTION 3.06.  Litigation; Compliance with Laws.  (a)  As of
the Effective Date, there are no actions, proceedings or investigations filed
or (to the knowledge of the Borrowers) threatened affecting any Borrower or any
Subsidiary in any court or before any Governmental Authority or arbitration
board or tribunal which question the validity or legality of this Agreement,
the Transactions or any action taken or to be taken pursuant to this Agreement
and no order or judgment has been issued or entered restraining or enjoining
any Borrower or any Subsidiary from the execution, delivery or performance of
this Agreement nor is there any other action, proceeding or investigation filed
or (to the knowledge of any Borrower or any Subsidiary) threatened against any
Borrower or any Subsidiary in any court or before any Governmental Authority or
arbitration board or tribunal which would be reasonably likely to result in a
Material Adverse Effect or materially restrict the ability of any Borrower to
comply with its obligations under the Loan Documents.

                 (b)  Neither any Borrower nor any Subsidiary is in violation
of any law, rule or regulation (including any law, rule or regulation relating
to the protection of the environment or to employee health or safety), or in
default with respect to any judgment, writ, injunction or decree of any
Governmental Authority, where such violation or default would be reasonably
likely to result in a Material Adverse Effect.

                 SECTION 3.07.  Federal Reserve Regulations.  (a)  Neither any
Borrower nor any Subsidiary that will receive proceeds of the Loans hereunder
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying Margin Stock.
<PAGE>   31
                                                                              27



                 (b)  No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry Margin Stock or to refund indebtedness originally incurred
for such purpose, or for any other purpose which entails a violation of, or
which is inconsistent with, the provisions of the Margin Regulations.

                 SECTION 3.08.  Investment Company Act; Public Utility Holding
Company Act.  No Borrower is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 (the "1940
Act") or (b) a "holding company" as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935.

                 SECTION 3.09.  Use of Proceeds.  All proceeds of the Loans
shall be used for the purposes referred to in the recitals to this Agreement.

                 SECTION 3.10.  Full Disclosure; No Material Misstatements.
None of the representations or warranties made by any Borrower in connection
with this Agreement as of the date such representations and warranties are made
or deemed made, and no report, financial statement or other information
furnished by or on behalf of any Borrower to the Administrative Agent or any
Lender pursuant to or in connection with this Agreement or the credit
facilities established hereby contains or will contain any material
misstatement of fact or omits or will omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were or will be made, not misleading.

                 SECTION 3.11.  Taxes.  Each Borrower and each of the material
Subsidiaries have filed or caused to be filed all Federal, state and local tax
returns which are required to be filed by them, and have paid or caused to be
paid all taxes shown to be due and payable on such returns or on any
assessments received by any of them, other than any taxes or assessments the
validity of which is being contested in good faith by appropriate proceedings,
and with respect to which appropriate accounting reserves have to the extent
required by GAAP been set aside.

                 SECTION 3.12.  Employee Pension Benefit Plans.  The present
aggregate value of accumulated benefit obligations of all unfunded and
underfunded pension plans of the Company and its Subsidiaries (based on those
assumptions used for disclosure in corporate financial statements in accordance
with GAAP) did not, as of December 31, 1994, exceed by more than $8,923,000 the
value of the assets of all such plans.  Of such $8,923,000, $2,019,000 is
attributable to employee pension plans in countries where the funding of such
obligations is not required or customary and $3,076,000 relates to domestic
pension plans where funding is not permitted under current tax regulations.  In
these cases the Company has recorded book reserves to meet the obligations.

                 SECTION 3.13.  Distribution.  At or prior to the Effective
Date, the Distribution will have been duly completed in accordance with
applicable law and as described in the Proxy Statement, and the assets,
liabilities and capitalization of the Company will have been consistent at the
time of and after giving effect to the Distribution in all material respects
with the forecasted capitalization table of the Company set forth in the Proxy
Statement and the pro forma financial statements referred to in Section
3.05(b), except that in the event the Distribution shall occur prior to
December 31, 1995, the transactions set forth in Schedule 3.13 which are
reflected as having occurred in such capitalization table and such pro forma
financial statements might not yet have occurred.
<PAGE>   32
                                                                              28



                                   ARTICLE IV

                             CONDITIONS OF LENDING

                 The obligations of the Lenders to make Loans hereunder are
subject to the satisfaction of the following conditions:

                 SECTION 4.01.  All Borrowings.  On the date of each Borrowing:

                 (a)  The Administrative Agent shall have received a notice of
         such Borrowing as required by Section 2.03 or Section 2.04, as
         applicable.

                 (b)  The representations and warranties set forth in Article
         III hereof shall be true and correct in all material respects on and
         as of the date of such Borrowing with the same effect as though made
         on and as of such date, except to the extent such representations and
         warranties expressly relate to an earlier date.

                 (c)  At the time of and immediately after such Borrowing no
         Event of Default or Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
each Borrower on the date of such Borrowing as to the matters specified in
paragraphs (b) and (c) of this Section 4.01.

                 SECTION 4.02.  Effective Date.  On the Effective Date:

                 (a)  The Administrative Agent shall have received a favorable
written opinion of Walter Diehl, Esq., dated the Effective Date and addressed
to the Lenders and satisfactory to the Lenders, Administrative Agent and
Cravath, Swaine & Moore, counsel for the Administrative Agent, to the effect
set forth in Exhibit D hereto.

                 (b)  The Administrative Agent shall have received (i) a copy
of the certificate of incorporation, including all amendments thereto, of the
Company, certified as of a recent date by the Secretary of State of its state
of incorporation, and a certificate as to the good standing of the Company as
of a recent date from such Secretary of State; (ii) a certificate of the
Secretary or an Assistant Secretary of the Company dated the Effective Date and
certifying (A) that attached thereto is a true and complete copy of the by-laws
of the Company as in effect on the Effective Date and at all times since a date
prior to the date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors of the Company authorizing the execution, delivery and
performance of this Agreement and the Borrowings hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the certificate of incorporation referred to in clause (i)
above has not been amended since the date of the last amendment thereto shown
on the certificate of good standing furnished pursuant to such clause (i) and
(D) as to the incumbency and specimen signature of each officer executing this
Agreement or any other document delivered in connection herewith on behalf of
the Company; and (iii) a certificate of another officer of the Company as to
the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to (ii) above.

                 (c)  The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by a Financial Officer of the
Company, confirming compliance with the conditions precedent set forth in
paragraphs (b) and (c) of Section 4.01.
<PAGE>   33
                                                                              29



                 (d) The principal of and accrued and unpaid interest on any
loans outstanding under the Existing Credit Facilities shall have been paid in
full, all other amounts due in respect of the Existing Credit Facilities shall
have been paid in full and the commitments to lend under the Existing Credit
Facilities shall have been permanently terminated.

                 (e) The Administrative Agent shall have received any Fees or
other amounts due and payable on or prior to the Effective Date.

                 SECTION 4.03.  First Borrowing by Each Borrowing Subsidiary.
On or prior to the first date on which Loans are made to any Borrowing
Subsidiary:

                 (a)  The Lenders shall have received the favorable written
         opinion of counsel satisfactory to the Administrative Agent, addressed
         to the Lenders and satisfactory to the Lenders, the Administrative
         Agent and Cravath, Swaine & Moore, counsel for the Administrative
         Agent, to the effect set forth in Exhibit D hereto.

                 (b)  Each Lender shall have received a copy of the Borrowing
         Subsidiary Agreement executed by such Borrowing Subsidiary.


                                   ARTICLE V

                                   COVENANTS

                 A.  Affirmative Covenants.  Each Borrower covenants and agrees
with each Lender and the Administrative Agent that so long as this Agreement
shall remain in effect or the principal of or interest on any Loan, any Fees or
any other amounts payable hereunder shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, it will, and will cause each of the
Subsidiaries to:

                 SECTION 5.01.  Existence.  Do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights and franchises, except as expressly permitted under Section
5.09; provided, however, that nothing in this Section shall prevent the
abandonment or termination of the existence, rights or franchises of any
Subsidiary or any rights or franchises of any Borrower if such abandonment or
termination is in the best interests of the Borrowers and is not
disadvantageous in any material respect to the Lenders.

                 SECTION 5.02.  Business and Properties.   Comply in all
material respects with all applicable laws, rules, regulations and orders of
any Governmental Authority (including any of the foregoing relating to the
protection of the environment or to employee health and safety), whether now in
effect or hereafter enacted; and at all times maintain and preserve all
property material to the conduct of its business and keep such property in good
repair, working order and condition and from time to time make, or cause to be
made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times.
<PAGE>   34
                                                                              30



                 SECTION 5.03.  Financial Statements, Reports, Etc. In the case
of the Company, furnish to the Administrative Agent for distribution to each
Lender:

                 (a) within 120 days after the end of each fiscal year, its
         consolidated balance sheet and the related consolidated statements of
         income and cash flows showing its consolidated financial condition as
         of the close of such fiscal year and the consolidated results of its
         operations during such year, all audited by Arthur Andersen LLP or
         other independent certified public accountants of recognized national
         standing selected by the Company and accompanied by an opinion of such
         accountants to the effect that such consolidated financial statements
         fairly present its financial condition and results of operations on a
         consolidated basis in accordance with GAAP (it being agreed that the
         requirements of this paragraph may be satisfied by the delivery
         pursuant to paragraph (d) below of an annual report on Form 10-K
         containing the foregoing);

                 (b)  within 90 days after the end of each of the first three
         fiscal quarters of each fiscal year, its consolidated balance sheet
         and related consolidated statements of income and cash flow, showing
         its consolidated financial condition as of the close of such fiscal
         quarter and the consolidated results of its operations during such
         fiscal quarter and the then elapsed portion of the fiscal year, all
         certified by one of its Financial Officers as fairly presenting its
         financial condition and results of operations on a consolidated basis
         in accordance with GAAP, subject to normal year-end audit adjustments
         (it being agreed that the requirements of this paragraph may be
         satisfied by the delivery pursuant to paragraph (d) below of a
         quarterly report on Form 10-Q containing the foregoing);

                 (c)  concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, a certificate of a Financial Officer
         certifying that, to the best of such Financial Officer's knowledge, no
         Event of Default or Default has occurred or, if such an Event of
         Default or Default has occurred, specifying the nature and extent
         thereof and any corrective action taken or proposed to be taken with
         respect thereto;

                 (d)  promptly after the same become publicly available, copies
         of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC,
         or any Governmental Authority succeeding to any of or all the
         functions of the SEC, or, in the case of the Company, copies of all
         reports distributed to its shareholders, as the case may be;

                 (e)  promptly, from time to time, such other information as
         any Lender shall reasonably request through the Administrative Agent;
         and

                 (f)  concurrently with any delivery of financial statements
         under paragraph (a) or (b) above, calculations of the financial test
         referred to in Section 5.12.

                 SECTION 5.04.  Insurance.  Keep its insurable properties
adequately insured at all times by financially sound and reputable insurers,
and maintain such other insurance, to such extent and against such risks,
including fire and other risks insured against by extended coverage, as is
customary with companies similarly situated and in the same or similar
businesses (it being understood that the Borrowers and their Subsidiaries may
self-insure to the extent customary with companies similarly situated and in
the same or similar businesses).

                 SECTION 5.05.  Obligations and Taxes.  Pay and discharge
promptly when due all taxes, assessments and governmental charges imposed upon
it or upon its income or profits or in respect of its property, as well as all
other material liabilities, in each case before the same shall
<PAGE>   35
                                                                              31



become delinquent or in default and before penalties accrue thereon, unless and
to the extent that the same are being contested in good faith by appropriate
proceedings and adequate reserves with respect thereto shall, to the extent
required by GAAP, have been set aside.

                 SECTION 5.06.  Litigation and Other Notices.  Give the
Administrative Agent prompt written notice of the following (which the
Administrative Agent shall promptly provide to the Lenders):

                 (a)  the filing or commencement of, or any written threat or
         written notice of intention of any person to file or commence, any
         action, suit or proceeding which could reasonably be expected to
         result in a Material Adverse Effect;

                 (b)  any Event of Default or Default, specifying the nature
         and extent thereof and the action (if any) which is proposed to be
         taken with respect thereto; and

                 (c)  any change in any of the Ratings.

                 SECTION 5.07.  Maintaining Records; Access to Properties and
Inspections.  Maintain financial records in accordance with GAAP and, upon
reasonable notice, at all reasonable times, permit any authorized
representative designated by the Administrative Agent to visit and inspect the
properties of the Company and of any material Subsidiary and to discuss the
affairs, finances and condition of the Company and any material Subsidiary with
a Financial Officer of the Company and such other officers as the Company shall
deem appropriate.

                 SECTION 5.08.  Use of Proceeds.  Use the proceeds of the Loans
only for the purposes set forth in the recitals to this Agreement.

                 B.  Negative Covenants.  Each Borrower covenants and agrees
with each Lender and the Administrative Agent that so long as this Agreement
shall remain in effect or the principal of or interest on any Loan, any Fees or
any other amounts payable hereunder shall be unpaid, unless the Required
Lenders shall otherwise consent in writing, it will not, and will not cause or
permit any of the Subsidiaries to:

                 SECTION 5.09.  Consolidations, Mergers, and Sales of Assets.
Consolidate or merge with or into any other person or sell, lease or transfer
all or substantially all of its property and assets, or agree to do any of the
foregoing, unless (a) no Default or Event of Default has occurred and is
continuing or would have occurred immediately after giving effect thereto, and
(b) in the case of a consolidation or merger or transfer of assets involving
the Company and in which the Company is not the surviving corporation or sells,
leases or transfers all or substantially all of its property and assets, the
surviving corporation or person purchasing, leasing or receiving such property
and assets is organized in the United States of America or a state thereof and
agrees to be bound by the terms and provisions applicable to the Company
hereunder.

                 SECTION 5.10.  Limitations on Liens.  In the case of the
Company, create, suffer to be created, or assume (directly or indirectly) any
mortgage, pledge or other lien upon any Principal Property, or permit any
Restricted Subsidiary to create, suffer to be created, or assume (directly or
indirectly) any mortgage, pledge or other lien upon any Principal Property;
provided, however, that this covenant shall not apply to any of the following:

                 (a) any mortgage, pledge or other lien on any Principal
         Property hereafter acquired, constructed or improved by the Company or
         any Restricted Subsidiary which is created or
<PAGE>   36
                                                                              32



         assumed to secure or provide for the payment of any part of the
         purchase price of such property or the cost of such construction or
         improvement, or any mortgage, pledge or other lien on any Principal
         Property existing at the time of acquisition thereof, provided,
         however, that the mortgage, pledge or other lien shall not extend to
         any Principal Property theretofore owned by the Company or any
         Restricted Subsidiary;

                 (b) any mortgage, pledge or other lien on any Principal
         Property existing on the date of this Agreement as described in
         Schedule 5.10;

                 (c) any mortgage, pledge or other lien existing upon any
         property of a company which is merged with or into or is consolidated
         into, or substantially all the assets or shares of capital stock of
         which are acquired by, the Company or a Restricted Subsidiary, at the
         time of such merger, consolidation or acquisition, provided that such
         mortgage, pledge or other lien does not extend to any other Principal
         Property, other than improvements to the property subject to such
         mortgage, pledge or other lien;

                 (d) any pledge or deposit to secure payment of workers'
         compensation or insurance premiums, or in connection with tenders,
         bids, contracts (other than contracts for the payment of money) or
         leases;

                 (e) any pledge of, or other lien upon, any assets as security
         for the payment of any tax, assessment or other similar charge by any
         Governmental Authority or public body, or as security required by law
         or governmental regulation as a condition to the transaction of any
         business or the exercise of any privilege or right;

                 (f) any pledge or lien necessary to secure a stay of any legal
         or equitable process in a proceeding to enforce a liability or
         obligation contested in good faith by the Company or a Restricted
         Subsidiary or required in connection with the institution by the
         Company or a Restricted Subsidiary of any legal or equitable
         proceeding to enforce a right or to obtain a remedy claimed in good
         faith by the Company or a Restricted Subsidiary, or required in
         connection with any order or decree in any such proceeding or in
         connection with any contest of any tax or other governmental charge;
         or the making of any deposit with or the giving of any form of
         security to any governmental agency or any body created or approved by
         law or governmental regulation in order to entitle the Company or a
         Restricted Subsidiary to maintain self-insurance or to participate in
         any fund in connection with workers' compensation, unemployment
         insurance, old age pensions or other social security or to share in
         any provisions or other benefits provided for companies participating
         in any such arrangement or for liability on insurance of credits or
         other risks;

                 (g) any mechanics', carriers', workmen's, repairmen's, or
         other like liens, if arising in the ordinary course of business, in
         respect of obligations which are not overdue or liability for which is
         being contested in good faith by appropriate proceedings;

                 (h) any lien or encumbrance on property in favor of the United
         States of America, or of any agency, department or other
         instrumentality thereof, to secure partial, progress or advance
         payments pursuant to the provisions of any contract;

                 (i) any mortgage, pledge or other lien securing any
         indebtedness incurred in any manner to finance or recover the cost to
         the Company or any Restricted Subsidiary of any physical property,
         real or personal, which prior to or simultaneously with the creation
         of such indebtedness shall have been leased by the Company or a
         Restricted Subsidiary to the United
<PAGE>   37
                                                                              33



         States of America or a department or agency thereof at an aggregate
         rental, payable during that portion of the initial term of such lease
         (without giving effect to any options of renewal or extension) which
         shall be unexpired at the date of the creation of such indebtedness,
         sufficient (taken together with any amounts required to be paid by the
         lessee to the lessor upon any termination of such lease) to pay in
         full at the stated maturity date or dates thereof the principal of and
         the interest on such indebtedness;

                 (j) any mortgage, pledge or other lien securing indebtedness
         of a Restricted Subsidiary to the Company or a Restricted Subsidiary,
         provided that in the case of any sale or other disposition of such
         indebtedness by the Company or such Restricted Subsidiary, such sale
         or other disposition shall be deemed to constitute the creation of
         another mortgage, pledge or other lien not permitted by this clause
         (j);

                 (k) any mortgage, pledge or other lien affecting property of
         the Company or any Restricted Subsidiary securing indebtedness of the
         United States of America or a State thereof (or any instrumentality or
         agency of either thereof) issued in connection with a pollution
         control or abatement program required in the opinion of the Company to
         meet environmental criteria of the Company or any Restricted
         Subsidiary and the proceeds of which indebtedness have financed the
         cost of acquisition of such program;

                 (l) the renewal, extension, replacement or refunding of any
         mortgage, pledge, lien, deposit, charge or other encumbrance permitted
         by the foregoing provisions of this covenant upon the same property
         theretofore subject thereto, or the renewal, extension, replacement or
         refunding of the amount secured thereby, provided that in each case
         such amount outstanding at that time shall not be increased; or

                 (m) any other mortgage, pledge or other lien, provided that
         immediately after the creation or assumption of such mortgage, pledge
         or other lien, the total of (x) the aggregate principal amount of
         indebtedness of the Company and all Restricted Subsidiaries secured by
         all mortgages, pledges and other liens created or assumed under the
         provisions of this clause (m), plus (y) the aggregate amount of
         Capitalized Lease-Back Obligations of the Company and Restricted
         Subsidiaries under the entire unexpired terms of all leases entered
         into in connection with sale and lease-back transactions which would
         have been precluded by the provisions of Section 5.11 but for the
         satisfaction of the condition set forth in clause (b) thereof, shall
         not exceed an amount equal to 10% of Consolidated Net Tangible Assets.

The lease of any property by the Company or a Restricted Subsidiary and rental
obligations with respect thereto (whether or not arising out of a sale and
lease-back of properties and whether or not in accordance with GAAP such
property is carried as an asset and such rental obligations are carried as
indebtedness on the Company's or a Restricted Subsidiary's balance sheet) shall
not in any event be deemed to be the creation of a mortgage, pledge or other
lien.

                 SECTION 5.11.  Limitations on Sale and Leaseback Transactions.
In the case of the Company or any Restricted Subsidiary, enter into any
arrangement with any person providing for the leasing by the Company or any
Restricted Subsidiary of any Principal Property (except for temporary leases
for a term of not more than three years and except for leases between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries), which
property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person more than 120 days after the acquisition
thereof or the completion of construction and commencement of full operation
thereof, unless either (a) the Company shall apply an amount equal to the
greater of the Fair Value of such property or the net proceeds of such sale,
within 120 days of the effective date of any such
<PAGE>   38
                                                                              34



arrangement, to the retirement (other than any mandatory retirement or by way
of payment at maturity) of Indebtedness or to the acquisition, construction,
development or improvement of properties, facilities or equipment used for
operating purposes which are, or upon such acquisition, construction,
development or improvement will be, a Principal Property or a part thereof; or
(b) at the time of entering into such arrangement, such Principal Property
could have been subjected to a mortgage, pledge or other lien securing
indebtedness of the Company or a Restricted Subsidiary in a principal amount
equal to the Capitalized Lease-Back Obligations with respect to such Principal
Property under paragraph (m) of Section 5.10.

                 SECTION 5.12.  Consolidated Total Debt to Consolidated EBITDA.
Permit the ratio of (a) Consolidated Total Debt to (b) Consolidated EBITDA at
the end of and for any period of four consecutive fiscal quarters to exceed 5.0
to 1.0.


                                   ARTICLE VI

                               EVENTS OF DEFAULT

                 In case of the happening of any of the following events (each
an "Event of Default"):

                 (a) any representation or warranty made or deemed made in or
         in connection with the execution and delivery of this Agreement or the
         Borrowings hereunder shall prove to have been false or misleading in
         any material respect when so made, deemed made or furnished;

                 (b) default shall be made in the payment of any principal of
         any Loan when and as the same shall become due and payable, whether at
         the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;

                 (c) default shall be made in the payment of any interest on
         any Loan or any Fee or any other amount (other than an amount referred
         to in paragraph (b) above) due hereunder, when and as the same shall
         become due and payable, and such default shall continue unremedied for
         a period of ten days;

                 (d) default shall be made in the due observance or performance
         of any covenant, condition or agreement contained in Section 5.01,
         5.09, 5.10, 5.11 or 5.12 and, in the case of any default under Section
         5.10, such default shall continue for 30 days;

                 (e) default shall be made in the due observance or performance
         of any covenant, condition or agreement contained herein (other than
         those specified in clauses (b), (c) or (d) above) and such default
         shall continue unremedied for a period of 30 days after notice thereof
         from the Administrative Agent or any Lender to the Company;

                 (f) the Company or any Subsidiary shall (i) fail to pay any
         principal or interest, regardless of amount, due in respect of any
         Indebtedness in a principal amount in excess of $20,000,000, beyond
         the period of grace, if any, provided in the agreement or instrument
         under which such Indebtedness was created, or (ii) fail to observe or
         perform any other term, covenant, condition or agreement contained in
         any agreement or instrument evidencing or governing any such
         Indebtedness, or any other event shall occur or condition shall exist,
         beyond the period of grace, if any, provided in such agreement or
         instrument, if the effect of any failure referred to in this clause
         (ii) is to cause, or to permit the holder or holders of such
<PAGE>   39
                                                                              35



         Indebtedness or a trustee on its or their behalf (with or without the
         giving of notice) to cause, such Indebtedness to become due prior to
         its stated maturity;

                 (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of the Company, or of a
         substantial part of the property or assets of the Company or any
         Subsidiary with assets having a gross book value in excess of
         $25,000,000, under Title 11 of the United States Code, as now
         constituted or hereafter amended, or any other Federal or state
         bankruptcy, insolvency, receivership or similar law, (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Company or for a substantial
         part of the property or assets of the Company or any Subsidiary with
         assets having a gross book value in excess of $25,000,000 or (iii) the
         winding up or liquidation of the Company; and such proceeding or
         petition shall continue undismissed for 60 days or an order or decree
         approving or ordering any of the foregoing shall be entered;

                 (h) the Company or any Subsidiary with assets having a gross
         book value in excess of $25,000,000 shall (i) voluntarily commence any
         proceeding or file any petition seeking relief under Title 11 of the
         United States Code, as now constituted or hereafter amended, or any
         other Federal or state bankruptcy, insolvency, receivership or similar
         law, (ii) consent to the institution of, or fail to contest in a
         timely and appropriate manner, any proceeding or the filing of any
         petition described in (g) above, (iii) apply for or consent to the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Company or for a substantial
         part of the property or assets of the Company, (iv) file an answer
         admitting the material allegations of a petition filed against it in
         any such proceeding, (v) make a general assignment for the benefit of
         creditors, (vi) become unable, admit in writing its inability or fail
         generally to pay its debts as they become due or (vii) take any action
         for the purpose of effecting any of the foregoing;

                 (i) one or more final judgments shall be entered by any court
         against the Company or any of the Subsidiaries for the payment of
         money in an aggregate amount in excess of $100,000,000, and such
         judgment or judgments shall not have been paid, covered by insurance,
         discharged or stayed for a period of 60 days, or a warrant of
         attachment or execution or similar process shall have been issued or
         levied against property of the Company or any of the Subsidiaries to
         enforce any such judgment or judgments;

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

                 (k) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company
or any Subsidiary with assets having a gross book value in excess of
$25,000,000 described in paragraph (g) or (h) above), 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 forthwith the Commitments and  (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrowers accrued hereunder, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived anything contained
herein to the contrary notwithstanding; and, in the case of any event with
respect to the
<PAGE>   40
                                                                              36



Company or any Subsidiary with assets having a gross book value in excess of
$25,000,000 described in paragraph (g) or (h) above, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of the Borrowers accrued hereunder shall automatically become
due and payable, without presentment, demand, protest or any other notice of
any kind, all of which are hereby expressly waived anything contained herein to
the contrary notwithstanding.


                                  ARTICLE VII

                                   GUARANTEE

                 The Company unconditionally and irrevocably guarantees the due
and punctual payment and performance, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, of the
Guaranteed Obligations.  The Company further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Guaranteed Obligations.

                 The Company waives presentment to, demand of payment from and
protest to the Borrowing Subsidiaries of any of the Guaranteed Obligations, and
also waives notice of acceptance of its guarantee and notice of protest for
nonpayment.  The obligations of the Company hereunder shall not be affected by
(a) the failure of any Lender to assert any claim or demand or to enforce any
right or remedy against the Borrowing Subsidiaries under the provisions of this
Agreement or otherwise; (b) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Agreement, any guarantee or any other
agreement; or (c) the failure of any Lender to exercise any right or remedy
against any other guarantor of the Guaranteed Obligations.

                 The Company further agrees that its guarantee constitutes a
guarantee of payment when due and not of collection, and waives any right to
require that any resort be had by the Administrative Agent or any Lender to any
security, if any, held for payment of the Guaranteed Obligations or to any
balance of any deposit account or credit on its books, in favor of the
Borrowing Subsidiaries or any other person.

                 The obligations of the Company hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise.  Without limiting
the generality of the foregoing, the obligations of the Company hereunder shall
not be discharged or impaired or otherwise affected by the failure of the
Administrative Agent or any Lender to assert any claim or demand or to enforce
any remedy under this Agreement, any guarantee or any other agreement, by any
waiver or modification of any provision thereof, by any default, failure or
delay, wilful or otherwise, in the performance of the Guaranteed Obligations,
or by any other act or omission which may or might in any manner or to any
extent vary the risk of the Company or otherwise operate as a discharge of the
Company as a matter of law or equity.

                 To the extent permitted by applicable law, the Company waives
any defense based on or arising out of any defense available to the Borrowing
Subsidiaries, including any defense based on or arising out of any disability
of the Borrowing Subsidiaries, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the
<PAGE>   41
                                                                              37



Borrowing Subsidiaries, other than final payment in full of the Guaranteed
Obligations.  The Administrative Agent and the Lenders may, at their election,
foreclose on any security held by one or more of them by one or more judicial
or non-judicial sales, or exercise any other right or remedy available to them
against the Borrowing Subsidiaries, or any security without affecting or
impairing in any way the liability of the Company hereunder except to the
extent the Guaranteed Obligations have been fully and finally paid.  The
Company waives any defense arising out of any such election even though such
election operates to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of the Company against the Borrowing
Subsidiaries or any security.

                 The Company further agrees that its guarantee shall continue
to be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of principal of or interest on any Guaranteed Obligation
is rescinded or must otherwise be restored by any Lender upon the bankruptcy or
reorganization of any Borrowing Subsidiary or otherwise.

                 In furtherance of the foregoing and not in limitation of any
other right which the Administrative Agent or any Lender may have at law or in
equity against the Company by virtue hereof, upon the failure of any Borrowing
Subsidiary to pay any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, the Company hereby promises to and will, upon receipt of written
demand by the Administrative Agent or any Lender, forthwith pay or cause to be
paid to the Administrative Agent or such Lender in cash the amount of such
unpaid Guaranteed Obligation.

                 The Company hereby irrevocably waives and releases any and all
rights of subrogation, indemnification, reimbursement and similar rights which
it may have against or in respect of the Borrowing Subsidiaries at any time
relating to the Guaranteed Obligations, including all rights that would result
in its being deemed a "creditor" of the Borrowing Subsidiaries under the United
States Code as now in effect or hereafter amended, or any comparable provision
of any successor statute.


                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                 In order to expedite the transactions contemplated by this
Agreement, Chemical Bank is hereby appointed to act as Administrative Agent on
behalf of the Lenders.  Each of the Lenders hereby irrevocably authorizes the
Administrative Agent to take such actions on behalf of such Lender and to
exercise such powers as are specifically delegated to the Administrative Agent
by the terms and provisions hereof, together with such actions and powers as
are reasonably incidental thereto.  The Administrative Agent is hereby
expressly authorized by the Lenders, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders all payments of principal of
and interest on the Loans and all other amounts due to the Lenders hereunder,
and promptly to distribute to each Lender its proper share of each payment so
received; (b) to give notice on behalf of each of the Lenders to the Borrowers
of any Event of Default of which the Administrative Agent has actual knowledge
acquired in connection with its agency hereunder; and (c) to distribute to each
Lender copies of all notices, financial statements and other materials
delivered by the Borrowers pursuant to this Agreement as received by the
Administrative Agent.

                 Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable as such for any action taken or
omitted by any of them except for its or his or her own gross negligence or
willful misconduct, or be responsible for any statement, warranty or
<PAGE>   42
                                                                              38



representation herein or the contents of any document delivered in connection
herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by the Borrowers of any of the terms, conditions,
covenants or agreements contained in this Agreement.  The Administrative Agent
shall not be responsible to the Lenders for the due execution, genuineness,
validity, enforceability or effectiveness of this Agreement or other
instruments or agreements.  The Administrative Agent may deem and treat the
Lender which makes any Loan as the holder of the indebtedness resulting
therefrom for all purposes hereof until it shall have received notice from such
Lender, given as provided herein, of the transfer thereof.  The Administrative
Agent shall in all cases be fully protected in acting, or refraining from
acting, in accordance with written instructions signed by the Required Lenders
and, except as otherwise specifically provided herein, such instructions and
any action or inaction pursuant thereto shall be binding on all the Lenders.
The Administrative Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons.  Neither the Administrative Agent nor any of its directors, officers,
employees or agents shall have any responsibility to the Borrowers on account
of the failure of or delay in performance or breach by any Lender of any of its
obligations hereunder or to any Lender  on account of the failure of or delay
in performance or breach by any other Lender or the Borrowers of any of their
respective obligations hereunder or in connection herewith.  The Administrative
Agent may execute any and all duties hereunder by or through agents or
employees and shall be entitled to rely upon the advice of legal counsel
selected by it with respect to all matters arising hereunder and shall not be
liable for any action taken or suffered in good faith by it in accordance with
the advice of such counsel.

                 The Lenders hereby acknowledge that the Administrative Agent
shall be under no duty to take any discretionary action permitted to be taken
by it pursuant to the provisions of this Agreement unless it shall be requested
in writing to do so by the Required Lenders.

                 Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, 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 to appoint a successor Administrative
Agent acceptable to the Company.  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, having a combined capital and surplus of at least $500,000,000
or an Affiliate of any such bank.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor bank, 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.  After the
Administrative Agent's resignation hereunder, the provisions of this Article
and Section 9.05 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as
Administrative Agent.

                 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 may accept deposits from, lend money to and generally
engage in any kind of business with the Borrowers or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent.


                 Each Lender agrees (i) to reimburse the Administrative Agent,
on demand, in the amount of its pro rata share (based on its Commitment
hereunder or, if the Commitments shall have been terminated, the amount of its
outstanding Loans) of any expenses incurred for the benefit of the
<PAGE>   43
                                                                              39



Lenders by the Administrative Agent, including counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders, which
shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold
harmless the Administrative Agent and any of its directors, officers, employees
or agents, on demand, in the amount of such pro rata share, from and against
any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against it
in its capacity as the Administrative Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by it under this Agreement
to the extent the same shall not have been reimbursed by the Borrowers;
provided that no Lender shall be liable to the Administrative Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent or any of its
directors, officers, employees or agents.  Each Lender agrees that any
allocation made in good faith by the Administrative Agent of expenses or other
amounts referred to in this paragraph between this Agreement and the Facility B
Credit Agreement shall be conclusive and binding for all purposes.

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


                                   ARTICLE IX

                                 MISCELLANEOUS

                 SECTION 9.01.  Notices.  Notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telecopy, as follows:

                 (a) if to any Borrower, to ITT Corporation, 1330 Avenue of the
         Americas, New York, New York 10019-5490, Attention of Ms. Elizabeth A.
         Tuttle (Telecopy No. 212-489-3995);

                 (b) if to the Administrative Agent, to Chemical Bank Agency
         Services Corp., 140 East 45th Street, 29th Floor, New York, New York
         10017, Attention of Mr. Chris Moriarty, (Telecopy No. 212-622-0002),
         with a copy to Chemical Bank at 270 Park Avenue, New York, New York
         10017, Re:  ITT Corporation; and

                 (c) if to a Lender, to it at its address (or telecopy number)
         set forth in Schedule 2.01 or in the Assignment and Acceptance
         pursuant to which such Lender became a party 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 if delivered by hand or overnight courier service or sent by
telecopy to such party as provided in this Section or in accordance with the
latest unrevoked direction from such party given in accordance with this
Section.
<PAGE>   44
                                                                              40




                 SECTION 9.02.  Survival of Agreement.  All covenants,
agreements, representations and warranties made by the Borrowers herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the Lenders and shall survive the making by the Lenders of the Loans regardless
of any investigation made by the Lenders or on their behalf, and shall continue
in full force and effect as long as the principal of or any accrued interest on
any Loan or any Fee or any other amount payable under this Agreement is
outstanding and unpaid or the Commitments have not been terminated.  The
provisions of Sections 2.13, 2.15, 2.19 and 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the
invalidity or unenforceability of any term or provision of this Agreement, or
any investigation made by or on behalf of the Administrative Agent or any
Lender.

                 SECTION 9.03.  Binding Effect.  This Agreement shall become
effective on the Effective Date and when it shall have been executed by the
Company and the Administrative Agent and when the Administrative Agent shall
have received copies hereof (telecopied or otherwise) which, when taken
together, bear the signature of each Lender, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrowers shall not have the right to
assign any rights hereunder or any interest herein without the prior consent of
all the Lenders.

                 SECTION 9.04.  Successors and Assigns.  (a)  Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any party that are contained in this
Agreement shall bind and inure to the benefit of its successors and assigns.

                 (b)  Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing
to it); provided, however, that (i) except in the case of an assignment to a
Lender or an Affiliate of a Lender, the Company must give its prior written
consent to such assignment (which consent, if required, shall not be
unreasonably withheld in the event an Event of Default has occurred and is
continuing), (ii) the parties to each such assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, and a processing and
recordation fee of $3,000 (provided that, in the case of simultaneous
assignment of interests under this Agreement and the Facility B Credit
Agreement, the aggregate fee shall be $3,000), (iii) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire, and (iv) 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 $5,000,000 and the amount of the Commitment of
such Lender remaining after such assignment shall not be less than $5,000,000
or shall be zero.  Upon acceptance and recording pursuant to paragraph (e) of
this Section, from and after the effective date specified in each Assignment
and Acceptance, which effective date shall be at least five Business Days after
the execution thereof, (A) 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 (B) 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 or the
remaining portion of an 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, 2.15, 2.19 and 9.05, as well as
to any Fees accrued for its account hereunder and not yet paid)).
Notwithstanding the foregoing, any Lender assigning its rights and obligations
under this Agreement may retain any Competitive Loans made by it outstanding at
such
<PAGE>   45
                                                                              41



time, and in such case shall retain its rights hereunder in respect of any
Loans so retained until such Loans have been repaid in full in accordance with
this Agreement.

                 (c)  By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim, (ii)
except as set forth in (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto or the financial condition of the Borrowers or the performance or
observance by the Borrowers of any obligations under this Agreement or any
other instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.03 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (v) such assignee will
independently and without reliance upon the Administrative Agent, such
assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which
by the terms of this Agreement are required to be performed by it as a Lender.

                 (d)  The Administrative Agent 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 the 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 in the absence of
manifest error 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.  The Register
shall be available for inspection by each party hereto, at any reasonable time
and from time to time upon reasonable prior notice.

                 (e)  Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee together with an
Administrative Questionnaire completed in respect of the assignee (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) above and the written consent of the Company
to such assignment, the Administrative Agent shall (i) accept such Assignment
and Acceptance and (ii) record the information contained therein in the
Register.

                 (f)  Each Lender may sell participations to one or more banks
or other entities in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided, however, 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, (iii) each
participating bank or other entity shall be entitled to the benefit of the cost
protection provisions contained in Sections 2.13, 2.15 and 2.19 to the same
extent as if it were the selling Lender (and limited to the amount that could
have been claimed
<PAGE>   46
                                                                              42



by the selling Lender had it continued to hold the interest of such
participating bank or other entity), except that all claims made pursuant to
such Sections shall be made through such selling Lender, and (iv) the
Borrowers, the Administrative Agent and the other Lenders shall continue to
deal solely and directly with such selling Lender in connection with such
Lender's rights and obligations under this Agreement.

                 (g)  Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrowers furnished to such Lender;
provided that, prior to any such disclosure, each such assignee or participant
or proposed assignee or participant shall execute an agreement for the benefit
of the Company whereby such assignee or participant shall agree (subject to
customary exceptions) to preserve the confidentiality of any such information.

                 (h)  The Borrowers shall not assign or delegate any rights and
duties hereunder without the prior written consent of all Lenders.

                 (i)  Any Lender may at any time pledge all or any portion of
its rights under this Agreement to a Federal Reserve Bank; provided that no
such pledge shall release any Lender from its obligations hereunder or
substitute any such Bank for such Lender as a party hereto.  In order to
facilitate such an assignment to a Federal Reserve Bank, each Borrower shall,
at the request of the assigning Lender, duly execute and deliver to the
assigning Lender a promissory note or notes evidencing the Loans made to such
Borrower by the assigning Lender hereunder.

                 SECTION 9.05.  Expenses; Indemnity.  (a)  The Borrowers agree
to pay all reasonable out-of-pocket expenses incurred by the Administrative
Agent in connection with entering into this Agreement or in connection with any
amendments, modifications or waivers of the provisions hereof, or incurred by
the Administrative Agent or any Lender in connection with the enforcement or
protection of their rights in connection with this Agreement or in connection
with the Loans made hereunder, including the fees and disbursements of counsel
for the Administrative Agent or, in the case of enforcement, the Lenders.

                 (b)  The Borrowers agree to indemnify the Administrative
Agent, each Lender, each of their Affiliates and the directors, officers,
employees and agents of the foregoing (each such person being called an
"Indemnitee") against, and to hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including reasonable
counsel fees and expenses, incurred by or asserted against any Indemnitee
arising out of (i) the consummation of the transactions contemplated by this
Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a final
judgment of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

                 (c)  The provisions of this Section shall remain operative and
in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term
or provision of this Agreement or any investigation made by or on behalf of the
Administrative Agent or any Lender.  All amounts due under this Section shall
be payable on written demand therefor.
<PAGE>   47
                                                                              43



                 SECTION 9.06.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                 SECTION 9.07.  Waivers; Amendment.  (a)  No failure or delay
of the Administrative Agent or any Lender in exercising any power or right
hereunder 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 are cumulative and are
not exclusive of any rights or remedies which they would otherwise have.  No
waiver of any provision of this Agreement or consent to any departure therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  No notice or demand on
any Borrower or any Subsidiary in any case shall entitle such party to any
other or further notice or demand in similar or other circumstances.

                 (b)  Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal payment date or date for the
payment of any interest or fees on any Loan, or waive or excuse any such
payment or any part thereof, or decrease the rate of interest on any Loan,
without the prior written consent of each Lender affected thereby, (ii)
increase the Commitment or decrease the Facility Fee of any Lender or other
amounts due to any Lender without the prior written consent of such Lender,
(iii) limit or release the guarantee set forth in Article VII, or (iv) amend or
modify the provisions of Section 2.16 or Section 9.04(h), the provisions of
this Section or the definition of the "Required Lenders", without the prior
written consent of each Lender; provided further, however, 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.  Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section and any consent by any Lender pursuant
to this Section shall bind any assignee of its rights and interests hereunder.

                 SECTION 9.08.  Entire Agreement.  This Agreement, the
agreements referred in Section 2.06(b) and the letter agreement attached as
Exhibit F constitute the entire contract among the parties relative to the
subject matter hereof.  Any previous agreement among the parties with respect
to the subject matter hereof is superseded by this Agreement.  Nothing in this
Agreement, expressed or implied, is intended to confer upon any party other
than the parties hereto any rights, remedies, obligations or liabilities under
or by reason of this Agreement.

                 SECTION 9.09.  Severability.  In the event any one or more of
the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

                 SECTION 9.10.  Counterparts.  This Agreement may be executed
in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract, and shall
become effective as provided in Section 9.03.
<PAGE>   48
                                                                              44



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

                 SECTION 9.12.  Right of Setoff.  If an Event of Default shall
have occurred and be continuing, each Lender 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 indebtedness at any time owing by such Lender
to or for the credit or obligations of the Company and any Borrowing Subsidiary
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.  Each Lender
agrees promptly to notify the Company and the Administrative Agent after such
setoff and application made by such Lender, but the failure to give such notice
shall not affect the validity of such setoff and application.  The rights of
each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                 SECTION 9.13.  JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)  EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT
OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
SUBJECT TO THE FOREGOING AND TO PARAGRAPH (B) BELOW, NOTHING IN THIS AGREEMENT
SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY OTHER PARTY HERETO
IN THE COURTS OF ANY JURISDICTION.

                 (B)  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 THEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY
NEW YORK STATE OR FEDERAL COURT.  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.

                 (C)  EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
<PAGE>   49
                                                                              45



                 SECTION 9.14.  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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  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 OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION.

                 SECTION 9.15.  Addition of Borrowing Subsidiaries.  Each
Borrowing Subsidiary which shall deliver to the Administrative Agent a
Borrowing Subsidiary Agreement executed by such Subsidiary and the Company
shall, upon such delivery and without further act, become a party hereto and a
Borrower hereunder with the same effect as if it had been an original party to
this Agreement.

                 SECTION 9.16.  Execution.  Upon execution by the Lenders, this
Agreement will be executed with Old ITT as "the Company" all as contemplated by
the letter agreement attached as Exhibit F, and upon execution of this
Agreement by the Company, the Company shall succeed to the rights and
obligations of Old ITT as contemplated in this Agreement.


                 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.



                              ITT CORPORATION, as Borrower,

                                by
                                  /s/ Elizabeth A. Tuttle
                                  ----------------------------------------------
                                  Name:  Elizabeth A. Tuttle
                                  Title: Vice President and Assistant Treasurer

                              CHEMICAL BANK, individually and as
                              Administrative Agent,

                                by
                                  /s Robert K. Gaynor
                                  ----------------------------------------------
                                  Name:  Robert K. Gaynor
                                  Title: Vice President
<PAGE>   50
                                                                              46



                              ABN AMRO BANK N.V., NEW YORK
                              BRANCH,

                                by
                                  /s/ Frances O'R. Logan
                                  ----------------------------------------------
                                  Name:  Frances O'R. Logan
                                  Title: Vice President

                                by
                                  /s/ William J. Van Nostrand
                                  ----------------------------------------------
                                  Name:  William J. Van Nostrand
                                  Title: Vice President

                              ARAB BANK PLC,

                                by
                                  /s/ Nofal S. Barbar
                                  ----------------------------------------------
                                  Name:  Nofal S. Barbar
                                  Title: Executive Vice President and
                                         Branch Manager

                              BANCA COMMERCIALE ITALIANA,
                              NEW YORK BRANCH,

                                by
                                  /s/ Charles Dougherty
                                  ----------------------------------------------
                                  Name:  Charles Dougherty
                                  Title: Vice President

                                by
                                  /s/ J. M. Welch
                                  ----------------------------------------------
                                  Name:  J. M. Wlech
                                  Title: Assistant Vice President

                              BANCA DI ROMA, NEW YORK BRANCH,

                                by
                                  /s/ Ralph L. Riehle
                                  ----------------------------------------------
                                  Name:  Ralph L. Riehle
                                  Title: First Vice President

                                by
                                  /s/ Luca Balestra
                                  ----------------------------------------------
                                  Name:  Luca Balestra
                                  Title: Assistant Vice President
<PAGE>   51
                                                                              47



                              BANCA NAZIONALE DEL LAVORO S.P.A.,
                              NEW YORK BRANCH,

                                                      by
                                          /s/ Giuliano Violetta                 
                                          --------------------------------------
                                          Name:  Giuliano Violetta
                                          Title: First Vice President

                                                      by

                                          /s/ Giulio Giovine
                                          --------------------------------------
                                          Name:  Giulio Giovine
                                          Title: Vice President
<PAGE>   52
                                                                              48



                              BANCA POPOLARE DI MILANO,

                                by
                                  /s/ Anthony Franco
                                  ----------------------------------------------
                                  Name:  Anthony Franco
                                  Title: Executive Vice President/General
                                         Manager

                                by
                                  /s/ Nicholas Cinosi
                                  ----------------------------------------------
                                  Name:  Nicholas Cinosi
                                  Title: Vice President

                              BANK OF AMERICA ILLINOIS,

                                by
                                  /s/ Donald J. Chin
                                  ----------------------------------------------
                                  Name:  Donald J. Chin
                                  Title: Authorized Officer

                              BANK OF HAWAII,

                                by
                                  /s/ John R. Landgraf
                                  ----------------------------------------------
                                  Name:  John R. Landgraf
                                  Title: Officer

                              THE BANK OF NEW YORK,

                                by
                                  /s/ Mary Anne Zagroba
                                  ----------------------------------------------
                                  Name:  Mary Anne Zagroba
                                  Title: Vice President
<PAGE>   53
                                                                              49



                              THE BANK OF NOVA SCOTIA,

                                by
                                  /s/ J. Alan Edwards
                                  ----------------------------------------------
                                  Name:  J. Alan Edwards
                                  Title: Authorized Signatory

                              THE BANK OF TOKYO TRUST COMPANY,

                                by
                                  /s/ Paul P. Malecki
                                  ----------------------------------------------
                                  Name:  Paul P. Malecki
                                  Title: Vice President

                              BANKERS TRUST COMPANY,

                                by
                                  /s/ Katherine A. Judge
                                  ----------------------------------------------
                                  Name:  Katherine A. Judge
                                  Title: Vice President

                              BARCLAYS BANK PLC,

                                by
                                  /s/ John C. Livingston
                                  ----------------------------------------------
                                  Name:  John C. Livingston
                                  Title: Associate Director

                              BAYERISCHE LANDESBANK
                              GIROZENTRALE, CAYMAN ISLANDS
                              BRANCH,

                                by
                                  /s/ Wilfried Freudenberger
                                  ----------------------------------------------
                                  Name:  Wilfried Fruedenberger
                                  Title:  Executive Vice President and
                                          General Manager

                                by
                                    /s/ Peter Obermann
                                  ----------------------------------------------
                                  Name:  Peter Obermann
                                  Title: Senior Vice President
                                         Manager Lending Division

                              CIBC, INC.,

                                by
                                  /s/ J. Domkowski
                                  ----------------------------------------------
                                  Name:  J. Domkowski
                                  Title: Vice President
<PAGE>   54
                                                                              50



                              THE CHASE MANHATTAN BANK, N.A.,

                                by
                                  /s/ David B. Townsend
                                  ----------------------------------------------
                                  Name:  David B. Townsend
                                  Title: Managing Director

                              CITIBANK, N.A.,

                                by
                                  /s/ Elizabeth A. Palermo
                                  ----------------------------------------------
                                  Name:  Elizabeth A. Palermo
                                  Title: Attorney-in-fact

                              COMERICA BANK,

                                by
                                  /s/ Tamara J. Gurne
                                  ----------------------------------------------
                                  Name:  Tamara J. Gurne
                                  Title: Account Officer

                              COMMERZBANK AKTIENGESELLSCHAFT,
                              GRAND CAYMAN BRANCH,

                                by
                                  /s/ Thomas Ausfahl
                                  ----------------------------------------------
                                  Name:  Thomas Ausfahl
                                  Title: Assistant Vice President

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

                              COMPAGNIE FINANCIERE DE CIC ET DE
                              L'UNION EUROPEENNE,

                                by
                                  /s/ Eric Longuet
                                  ----------------------------------------------
                                  Name:  Eric Longuet
                                  Title: Vice President

                                by
                                  /s/ Albert M. Calo
                                  ----------------------------------------------
                                  Name:  Albert M. Calo
                                  Title: Vice President
<PAGE>   55
                                                                              51



                              CREDIT LYONNAIS, NEW YORK BRANCH,

                                by
                                  /s/ Robert Ivosevich                          
                                  ----------------------------------------------
                                  Name:  Robert Ivosevich
                                  Title: Senior Vice President

                              CREDIT SUISSE,

                                by
                                  /s/ Robert B. Potter                          
                                  ----------------------------------------------
                                  Name:  Robert B. Potter
                                  Title: Member of Senior Management

                                by
                                  /s/ Chris T. Horgan
                                  ----------------------------------------------
                                  Name:  Chris T. Horgan
                                  Title: Associate

                              CREDITO ITALIANO, S.P.A.,

                                by
                                  /s/ Harmon P. Butler
                                  ----------------------------------------------
                                  Name:  Harmon P. Butler
                                  Title: First Vice President and Deputy
                                         Manager

                                by
                                  /s/ Saiyed A. Abbas
                                  ----------------------------------------------
                                  Name:  Saiyed A. Abbas
                                  Title: Assistant Vice President

                              THE DAI-ICHI KANGYO BANK, LTD., NEW
                              YORK BRANCH,

                                by
                                  /s/ Timothy White
                                  ----------------------------------------------
                                  Name:  Timothy White
                                  Title: Vice President

                              DEN DANSKE BANK, AKTIESELSKAB
                              CAYMAN ISLANDS BRANCH,

                                by
                                  /s/ Bent V. Christensen
                                  ----------------------------------------------
                                  Name:  Bent V. Christensen
                                  Title: Vice President

                                by
                                  /s/ Mogens Sendergaard
                                  ----------------------------------------------
                                  Name:  Mogens Sendergaard
                                  Title: Vice President
<PAGE>   56
                                                                              52



                              DEUTSCHE BANK AG, NEW YORK BRANCH,
                              AND/OR CAYMAN ISLANDS BRANCH,

                                by
                                  /s/ Hans-Josef Thiele
                                  ----------------------------------------------
                                  Name:  Hans-Josef Thiele
                                  Title: Vice President

                                by
                                  /s/ Stephan A. Wiedemann
                                  ----------------------------------------------
                                  Name:  Stephan A. Wiedemann
                                  Title: Vice President

                              DG BANK DEUTSCHE
                              GENOSSENSCHAFTSBANK,

                                by
                                  /s/ Mark K. Connelly
                                  ----------------------------------------------
                                  Name:  Mark K. Connelly
                                  Title: Vice President

                                by
                                  /s/ Karen A. Brinkman
                                  ----------------------------------------------
                                  Name:  Karen A. Brinkman
                                  Title: Vice President

                              DRESDNER BANK AG, NEW YORK BRANCH,
                              AND GRAND CAYMAN BRANCH,

                                by
                                  /s/ J. Michael Leffler
                                  ----------------------------------------------
                                  Name:  J. Michael Leffler
                                  Title: Senior Vice President

                                by
                                  /s/ Ernest C. Fung
                                  ----------------------------------------------
                                  Name:  Ernest C. Fung
                                  Title: Vice President

                              FIRST INTERSTATE BANK OF CALIFORNIA,

                                by
                                  /s/ William J. Baird                          
                                  ----------------------------------------------
                                  Name:  William J. Baird
                                  Title: Senior Vice President

                                by
                                  /s/ Judy A. Maahs
                                  ----------------------------------------------
                                  Name:  Judy A. Maahs
                                  Title: Assistant Vice President
<PAGE>   57
                                                                              53



                              THE FIRST NATIONAL BANK OF BOSTON,

                                by
                                  /s/ Paul P. Sassieni                          
                                  ----------------------------------------------
                                  Name:  Paul P. Sassieni
                                  Title: Vice President

                              THE FIRST NATIONAL BANK OF CHICAGO,

                                by
                                  /s/ Rebecca McCloskey
                                  ----------------------------------------------
                                  Name:  Rebecca McCloskey
                                  Title: Vice President

                              FIRST UNION NATIONAL BANK OF NORTH
                              CAROLINA,

                                by
                                  /s/ Mark M. Harden
                                  ----------------------------------------------
                                  Name:  Mark M. Harden
                                  Title: Vice President

                              THE FUJI BANK, LIMITED, NEW YORK
                              BRANCH,

                                by
                                  /s/ Gina M. Kearns
                                  ----------------------------------------------
                                  Name:  Gina M. Kearns
                                  Title: Vice President and Manager

                              THE INDUSTRIAL BANK OF JAPAN,
                              LIMITED, NEW YORK BRANCH,

                                by
                                  /s/ John V. Veltri
                                  ----------------------------------------------
                                  Name:  John V. Veltri
                                  Title: Senior Vice President

                              ISTITUTO BANCARIO SAN PAOLO DI
                              TORINO SPA,

                                by
                                  /s/ Wendell Jones
                                  ----------------------------------------------
                                  Name:  Wendell Jones
                                  Title: Vice President

                                by
                                  /s/ Ettore Viazzo
                                  ----------------------------------------------
                                  Name:  Ettore Viazzo
                                  Title: Vice President
<PAGE>   58
                                                                              54



                              KREDIETBANK N.V.,

                                by
                                  /s/ Armen Karozichian
                                  ----------------------------------------------
                                  Name:  Armen Karozichian
                                  Title: Vice President

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

                              LLOYDS BANK PLC,

                                by
                                  /s/ Paul D. Briamonte
                                  ----------------------------------------------
                                  Name:  Paul D. Briamonte
                                  Title: Vice President

                                by
                                  /s/ Stephen J. Attree
                                  ----------------------------------------------
                                  Name:  Stephen J. Attree
                                  Title: Assistant Vice President

                              LTCB TRUST COMPANY,

                                by
                                  /s/ Rene O. LeBlanc
                                  ----------------------------------------------
                                  Name:  Rene O. LeBlanc
                                  Title: Senior Vice President

                              THE MITSUBISHI BANK, LIMITED,

                                by
                                  /s/ Paula Mueller
                                  ----------------------------------------------
                                  Name:  Paula Mueller
                                  Title: Vice President

                              THE MITSUBISHI TRUST AND BANKING
                              CORPORATION,

                                by
                                  /s/ Patricia Loret de Mola
                                  ----------------------------------------------
                                  Name:  Patricia Loret de Mola
                                  Title: Senior Vice President
<PAGE>   59
                                                                              55



                              MORGAN GUARANTY TRUST COMPANY OF NEW
                              YORK,

                                by
                                  /s/ George J. Stapleton
                                  ----------------------------------------------
                                  Name:  George J. Stapleton
                                  Title: Vice President

                              NATIONAL WESTMINSTER BANK PLC,
                              NASSAU BRANCH,

                                by
                                  /s/ Anne Marie Torre
                                  ----------------------------------------------
                                  Name:  Anne Marie Torre
                                  Title: Vice President

                              NATIONSBANK, N.A.,

                                by
                                  /s/ James T. Gilland
                                  ----------------------------------------------
                                  Name:  James T. Gilland
                                  Title: Senior Vice President

                              THE NIPPON CREDIT BANK LTD.,

                                by
                                  /s/ Barry S. Fein
                                  ----------------------------------------------
                                  Name:  Barry S. Fein
                                  Title: Assistant Vice President

                              THE NORTHERN TRUST COMPANY,

                                by
                                  /s/ Daryl M. Robicsek
                                  ----------------------------------------------
                                  Name:  Daryl M. Robicsek
                                  Title: Vice President

                              PNC BANK, NATIONAL ASSOCIATION,

                                by
                                  /s/ Tom Partridge
                                  ----------------------------------------------
                                  Name:  Tom Partridge
                                  Title: Commercial Banking Officer

                              ROYAL BANK OF CANADA,

                                by
                                  /s/ Rainer R. Kraft
                                  ----------------------------------------------
                                  Name:  Rainer R. Kraft
                                  Title: Manager
<PAGE>   60
                                                                              56



                              THE SAKURA BANK, LIMITED, NEW YORK
                              BRANCH,

                                by
                                  /s/ Masahiro Nakajo
                                  ----------------------------------------------
                                  Name:  Masahiro Nakajo
                                  Title: Senior Vice President and Manager

                              THE SANWA BANK LIMITED, NEW YORK
                              BRANCH,

                                by
                                  /s/ Stephen C. Small
                                  ----------------------------------------------
                                  Name:  Stephen C. Small
                                  Title: Vice President and Area Manager


                              SOCIETE GENERALE,

                                by
                                  /s/ Sedare Coradin
                                  ----------------------------------------------
                                  Name:  Sedare Coradin
                                  Title: Vice President

                              THE SUMITOMO BANK, LIMITED, NEW
                              YORK BRANCH,

                                by
                                  /s/ Yoshinori Kawamura
                                  ----------------------------------------------
                                  Name:  Yoshinori Kawamura
                                  Title: Joint General Manager

                              SUNTRUST BANK, ATLANTA,

                                by
                                  /s/ May M. Smith
                                  ----------------------------------------------
                                  Name:  May M. Smith
                                  Title: Banking Officer

                                by
                                  /s/Craig W. Farnsworth
                                  ----------------------------------------------
                                  Name:  Craig W. Farnsworth
                                  Title: Vice President
<PAGE>   61
                                                                              57



                              SWISS BANK CORPORATION, NEW YORK
                              BRANCH,

                                by
                                  /s/ Susan N. Isquith                          
                                  ----------------------------------------------
                                  Name:  Susan N. Isquith
                                  Title: Director

                                by
                                  /s/ Edward J. McDonnell III
                                  ----------------------------------------------
                                  Name:  Edward J. McDonnell III
                                  Title: Associate Director

                              THE TOKAI BANK, LIMITED,

                                by
                                  /s/ Stuart Schulman
                                  ----------------------------------------------
                                  Name:  Stuart Schulman
                                  Title: Senior Vice President

                              TORONTO DOMINION (NEW YORK),

                                by
                                  /s/ Randall Bingham
                                  ----------------------------------------------
                                  Name:  Randall Bingham
                                  Title: Managing Director

                              UNION BANK OF SWITZERLAND, NEW
                              YORK BRANCH,

                                by
                                  /s/ Robert W. Casey, Jr.
                                  ----------------------------------------------
                                  Name:  Robert W. Casey, Jr.
                                  Title: Vice President

                                by
                                  /s/ Daniel R. Strickford
                                  ----------------------------------------------
                                  Name:  Daniel R. Strickford
                                  Title: Assistant Treasurer
<PAGE>   62
                                                                              58



                              WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK AND CAYMAN
                              ISLANDS BRANCHES,

                                by
                                  /s/ A. Kumbier
                                  ----------------------------------------------
                                  Name:  A. Kumbier
                                  Title: Managing Director

                                by
                                  /s/ M.P.M. Ransley
                                  ----------------------------------------------
                                  Name:  M.P.M. Ransley
                                  Title: Associate

                              THE YASUDA TRUST AND BANKING
                              COMPANY, LIMITED, NEW YORK BRANCH,

                                by
                                  /s/ Rohn M. Laudenschlager
                                  ----------------------------------------------
                                  Name:  Rohn M. Laudenschlager
                                  Title: Senior Vice President
<PAGE>   63
                                                                     EXHIBIT A-1

                        FORM OF COMPETITIVE BID REQUEST

Chemical Bank, as Administrative Agent
for the Lenders referred to below,
270 Park Avenue
New York, NY 10017

Attention:  [                   ]

Dear Ladies and Gentlemen:

                 The undersigned, _______________ (the "Borrower"), refers to
the 364-Day Competitive Advance and Revolving Credit Facility Agreement dated
as of November 10, 1995 (as it may hereafter be amended, modified, extended or
restated from time to time, the "364-Day Agreement"), among the Borrower, the
Borrowing Subsidiaries parties thereto, the Lenders parties thereto and
Chemical Bank, as Administrative Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
364-Day Agreement.  The Borrower hereby gives you notice pursuant to Section
2.03(a) of the 364-Day Agreement that it requests a Competitive Borrowing under
the 364-Day Agreement, and in that connection sets forth below the terms on
which such Competitive Borrowing is requested to be made:

(A) Date of Competitive Borrowing
    (which is a Business Day)                      __________________

(B) Principal amount of
    Competitive Borrowing 1/                       __________________

(C) Interest rate basis 2/                         __________________

(D) Interest Period and the
    last day thereof 3/                            __________________


         Upon acceptance of any or all of the Loans offered by the Lenders in
response to this request, the Borrower shall be deemed to have represented and
warranted that the conditions to lending specified in Section 4.01(b) and (c)
of the 364-Day Agreement have been satisfied.


                                        Very truly yours,

                                        [NAME OF BORROWER],

                                        by
                                        __________________________
                                        Name:
                                        Title: [Financial Officer]

____________________

    1/ Not less than $10,000,000 (and in integral multiples of $5,000,000) or
greater than the Total Commitment then available.

    2/ Eurodollar Competitive Loan or Fixed Rate Loan.

    3/ Which shall be subject to the definition of Interest Period and end not
later than the Maturity Date.
<PAGE>   64
                                                                     EXHIBIT A-2


                   FORM OF NOTICE OF COMPETITIVE BID REQUEST


[Name of Lender]
[Address]


                                                                          [Date]

Attention:  [          ]

Dear Ladies and Gentlemen:

         Reference is made to the 364-Day Competitive Advance and Revolving
Credit Facility Agreement dated as of November 10, 1995 (as it may hereafter be
amended, modified, extended or restated from time to time, the "364-Day
Agreement"), among ITT Corporation [,__________] (the "Borrower"), the
Borrowing Subsidiaries parties thereto, the Lenders parties thereto and
Chemical Bank, as Administrative Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
364-Day Agreement.  The Borrower made a Competitive Bid Request on __________,
19[ ], pursuant to Section 2.03(a) of the 364- Day Agreement, and in that
connection you are invited to submit a Competitive Bid by [Date]/[Time]. 1/
Your Competitive Bid must comply with Section 2.03(b) of the 364-Day Agreement
and the terms set forth below on which the Competitive Bid Request was made:

(A) Date of Competitive Borrowing          _________________

(B) Principal amount of
    Competitive Borrowing                  _________________

(C) Interest rate basis                    _________________

(D) Interest Period and the
    last day thereof                       _________________


                                        Very truly yours,

                                        CHEMICAL BANK,
                                        as Administrative Agent,

                                        by
                                        __________________________
                                        Name:
                                        Title:





____________________

    1/ The Competitive Bid must be received by the Administrative Agent (i) in
the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York
City time, four Business Days before a proposed Competitive Borrowing, and (ii)
in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time,
one Business Day before a proposed Competitive Borrowing.
<PAGE>   65
                                                                     EXHIBIT A-3


                            FORM OF COMPETITIVE BID


Chemical Bank, as Administrative Agent
for the Lenders referred to below,
270 Park Avenue
New York, N.Y. 10017

                                                                          [Date]

Attention:  [                ]

Dear Ladies and Gentlemen:

         The undersigned, [Name of Lender], refers to the 364-Day Competitive
Advance and Revolving Credit Facility Agreement dated as of November 10, 1995
(as it may be amended, modified, extended or restated from time to time, the
"364-Day Agreement"), among ITT Corporation [,__________] (the "Borrower"), the
Borrowing Subsidiaries parties thereto, the Lenders named therein and Chemical
Bank, as Administrative Agent.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the 364-Day
Agreement.  The undersigned hereby makes a Competitive Bid pursuant to Section
2.03(b) of the 364-Day Agreement, in response to the Competitive Bid Request
made by the Borrower on ___________, 19[ ], and in that connection sets forth
below the terms on which such Competitive Bid is made:

(A) Principal Amount 1/                    _________________

(B) Competitive Bid Rate 2/                _________________

(C) Interest Period and last
    day thereof                            _________________


         The undersigned hereby confirms that it is prepared, subject to the
conditions set forth in the 364-Day Agreement, to extend credit to the Borrower
upon acceptance by the Borrower of this bid in accordance with Section 2.03(d)
of the 364-Day Agreement.

                                        Very truly yours,

                                        [NAME OF LENDER],

                                        by
                                         _______________________________________
                                         Name:
                                         Title:





____________________

     1/ Not less than $5,000,000 or greater than the requested Competitive
Borrowing and in integral multiples of $1,000,000. Multiple bids will be
accepted by the Administrative Agent.

     2/ i.e., LIBO Rate + or - __%, in the case of Eurodollar Competitive Loans
or ___%, in the case of Fixed Rate Loans.
<PAGE>   66
                                                                     EXHIBIT A-4


                  FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER


                                                                          [Date]


Chemical Bank, as Administrative Agent
for the Lenders referred to below
270 Park Avenue
New York, N.Y. 10017

Attention:  [                     ]

Dear Ladies and Gentlemen:

         The undersigned, _______________ (the "Borrower"), refers to the
364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of
November 10, 1995 (as it may be amended, modified, extended or restated from
time to time, the "364-Day Agreement"), among the Borrower, the Borrowing
Subsidiaries parties thereto, the Lenders parties thereto and Chemical Bank, as
Administrative Agent for the Lenders.

         In accordance with Section 2.03(c) of the 364-Day Agreement, we have
received a summary of bids in connection with our Competitive Bid Request dated
_____________, and in accordance with Section 2.03(d) of the 364-Day Agreement,
we hereby accept the following bids for maturity on [date]:

<TABLE>
<CAPTION>
Principal Amount                  Fixed Rate/Margin         Lender
----------------                  -----------------         ------
<S>                           <C>
    $                         [%]/[+/-.   %]
    $
</TABLE>

We hereby reject the following bids:

<TABLE>
<CAPTION>
Principal Amount                  Fixed Rate/Margin         Lender
----------------                  -----------------         ------
<S>                           <C>
    $                         [%]/[+/-.   %]
    $
</TABLE>

         The $__________ should be deposited in Chemical Bank account number [
] on [date].


                                       Very truly yours,

                                       [NAME OF BORROWER],

                                       by
                                         _______________________________________
                                         Name:
                                         Title:
<PAGE>   67
                                                                     EXHIBIT A-5

                       FORM OF STANDBY BORROWING REQUEST


Chemical Bank, as Administrative Agent
for the Lenders referred to below,
270 Park Avenue
New York, N.Y. 10017
                                                                          [Date]
Attention: [            ]

Dear Ladies and Gentlemen:

         The undersigned, _______________ (the "Borrower"), refers to the
364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of
November 10, 1995 (as it may be amended, modified, extended or restated from
time to time, the "364-Day Agreement"), among the Borrower, the Borrowing
Subsidiaries parties thereto, the Lenders parties thereto and Chemical Bank, as
Administrative Agent.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the 364-Day Agreement.
The Borrower hereby gives you notice pursuant to Section 2.04 of the 364-Day
Agreement that it requests a Standby Borrowing under the 364-Day Agreement, and
in that connection sets forth below the terms on which such Standby Borrowing
is requested to be made:

(A) Date of Standby Borrowing
    (which is a Business Day)              __________________

(B) Principal amount of
    Standby Borrowing 1/                   __________________

(C) Interest rate basis 2/                 __________________

(D) Interest Period and the
    last day thereof 3/                    __________________


         Upon acceptance of any or all of the Loans made by the Lenders in
response to this request, the Borrower shall be deemed to have represented and
warranted that the conditions to lending specified in Section 4.01(b) and (c)
of the 364-Day Agreement have been satisfied.

                                        Very truly yours,

                                        [NAME OF BORROWER],

                                        by

                                          __________________________
                                          Name:
                                          Title: [Financial Officer]





____________________

     1/ Not less than $20,000,000 (and in integral multiples of $5,000,000) or
greater than the Total Commitment then available.

     2/ Eurodollar Standby Loan or Fixed Rate Loan.

     3/ Which shall be subject to the definition of Interest Period and end not
later than the Maturity Date.
<PAGE>   68
                                                                       EXHIBIT B

[CHEMICAL LOGO]

CHEMICAL BANK
140 East 45th Street
New York, NY  10017-3162
212/622-0001
Fax 212/622-0002
Telex  353006  ABSC NYK

                                ITT CORPORATION
                          ADMINISTRATIVE QUESTIONNAIRE

Please accurately complete the following information and return via FAX to the
attention of Janet Belden at Chemical Bank as soon as possible:

FAX NUMBER:      212-622-0122

LEGAL NAME TO APPEAR IN DOCUMENTATION:

_______________________________________________________________________________


GENERAL INFORMATION - DOMESTIC LENDING OFFICE:

Institution Name:  ____________________________________________________________
Street Address:      __________________________________________________________
City, State, Zip Code:  _______________________________________________________

GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:

Institution Name:    __________________________________________________________
Street Address:       _________________________________________________________
City, State, Zip Code:  _______________________________________________________


CONTACTS/NOTIFICATION METHODS:

CREDIT CONTACTS:

Primary contact: ______________________________________________________________
Street Address:  ______________________________________________________________
City, State, Zip Code:  _______________________________________________________
Phone Number:    ______________________________________________________________
FAX Number:      ______________________________________________________________

Backup Contact:  ______________________________________________________________
Street Address:  ______________________________________________________________
City, State, Zip Code:  _______________________________________________________
Phone Number:    ______________________________________________________________
FAX Number:      ______________________________________________________________
<PAGE>   69
                                                                       EXHIBIT B



TAX WITHHOLDING:
       Non Resident Alien  __________  Y*  _________N
* Form 4224 Enclosed
       Tax ID Number _______________________________

CONTACTS/NOTIFICATION METHODS:
ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, INTEREST, FEES, ETC.
Contact:  _____________________________________________________________________
Street Address:  ______________________________________________________________
City, State, Zip Code: ________________________________________________________
Phone Number: _________________________________________________________________
FAX Number: ___________________________________________________________________

BID LOAN NOTIFICATION:
Contact:  _____________________________________________________________________
Street Address:  ______________________________________________________________
City, State, Zip Code: ________________________________________________________
Phone Number: _________________________________________________________________
FAX Number: ___________________________________________________________________

PAYMENT INSTRUCTIONS:
Name of Bank where funds are to be transferred:

_______________________________________________________________________________
Routing Transit/ABA number of Bank where funds are to be transferred:

_______________________________________________________________________________
Name of Account, if applicable:

_______________________________________________________________________________
Account Number:  ______________________________________________________________
Additional Information: _______________________________________________________

MAILINGS:
Please specified who should receive financial information:
Name: _________________________________________________________________________
Street Address: _______________________________________________________________
City, State, Zip Code: ________________________________________________________

It is very important that all of the above information is accurately filled in
and returned promptly.  If there is someone other than yourself who should
receive this questionnaire, please notify us of their name and FAX number and
we will FAX them a copy of the questionnaire.  If you have any questions,
please call me on 212-622-0011.
<PAGE>   70
                                                                       EXHIBIT C




                                   [FORM OF]

                           ASSIGNMENT AND ACCEPTANCE

                                                          Dated: _________, 19__


                 Reference is made to the 364-Day Competitive Advance and
Revolving Credit Facility Agreement dated as of November 10, 1995 (the "364-Day
Agreement"), among ITT Corporation (the "Company"), the Borrowing Subsidiaries
parties thereto, the Lenders parties thereto (the "Lenders") and Chemical Bank,
as Administrative Agent for the Lenders.  Terms defined in the 364-Day
Agreement are used herein with the same meanings.

                 1.  The Assignor hereby sells and assigns, without recourse,
to the Assignee, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Effective Date set forth
below, the interests set forth below (the "Assigned Interest") in the
Assignor's rights and obligations under the 364-Day Agreement, including,
without limitation, the interests set forth below in the Commitment of the
Assignor on the Effective Date and the Competitive Loans and Standby Loans
owing to the Assignor which are outstanding on the Effective Date.  Each of the
Assignor and the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in Section 9.04 of the
364-Day Agreement, a copy of which has been received by each such party.  From
and after the Effective Date, (i) the Assignee shall be a party to and be bound
by the provisions of the 364-Day Agreement and, to the extent of the interests
assigned by this Assignment and Acceptance, have the rights and obligations of
a Lender thereunder and (ii) the Assignor shall, to the extent of the interests
assigned by this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the 364-Day Agreement.

                 2.  This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in
Section 2.19(g) of the 364-Day Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the 364-Day
Agreement, an Administrative Questionnaire in the form of Exhibit B to the
364-Day Agreement and (iii) a processing and recordation fee of $3,000.

                 3.  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:
<PAGE>   71
Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):


<TABLE>
<CAPTION>
                                                                         Percentage Assigned of
                                                                     Facility/Commitment (set forth,
                                                                      to at least 8 decimals, as a
                                 Principal Amount Assigned (and      percentage of the Facility and
                                 identifying information as to        the aggregate Commitments of
  Facility                       individual Competitive Loans)           all Lenders thereunder)
  --------                       -----------------------------           -----------------------
  <S>                                    <C>                                  <C>
  Commitment Assigned:
                                         $____________                        ___________ %


  Standby Loans:                         $____________                        ___________ %


  Competitive Loans:                     $____________                        ___________ %
</TABLE>



The terms set forth and on the reverse side    Accepted:
hereof are hereby agreed to:
                                               ITT CORPORATION,

________________________________, as           by: ___________________________
Assignor,                                          Name:
                                                   Title:


by: ____________________________
    Name:
    Title:

________________________________,
as Assignee,

by: ____________________________
    Name:
    Title:
<PAGE>   72
                                                                       EXHIBIT D



                                   [FORM OF]

                             OPINION OF COUNSEL FOR
                               ITT CORPORATION 1/

                 1.  ITT Corporation (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
(ii) has all requisite power and authority to own its property and assets and
to carry on its business as now conducted, (iii) is qualified to do business in
every jurisdiction within the United States where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Effect on ITT Corporation, and (iv) has all requisite corporate power
and authority to execute, deliver and perform its obligations under the
Agreement and to borrow funds thereunder.

                 2.  The execution, delivery and performance by ITT Corporation
of the Agreement and the borrowings of ITT Corporation thereunder
(collectively, the "Transactions") (i) have been duly authorized by all
requisite corporate action and (ii) will not (a) violate (1) any provision of
law, statute, rule or regulation (including without limitation, the Margin
Regulations), or of the certificate of incorporation or other constitutive
documents or by-laws of ITT Corporation, (2) any order of any governmental
authority or (3) any provision of any indenture, agreement or other instrument
to which ITT Corporation is a party or by which it or its property is or may be
bound, (b) be in conflict with, result in a breach of or constitute (alone or
with notice or lapse of time or both) a default under any such indenture,
agreement or other instrument or (c) result in the creation or imposition of
any lien upon any property or assets of ITT Corporation.

                 3.  The Agreement has been duly executed and delivered by ITT
Corporation and constitutes a legal, valid and binding obligation of ITT
Corporation enforceable against ITT Corporation in accordance with its terms,
subject as to the enforceability of rights and remedies to any applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws of
general application relating to or affecting the enforcement of creditors'
rights from time to time in effect.

                 4.  No action, consent or approval of, registration or filing
with, or any other action by, any government authority is or will be required
in connection with the Transactions, except such as have been made or obtained
and are in full force and effect.

                 5.  Neither ITT Corporation nor any of its subsidiaries is (a)
except as set forth in the next sentence, an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 (the
"1940 Act") or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.





____________________

    1/ Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the 364-Day Competitive Advance and Revolving
Credit Facility Agreement (the Agreement ) dated as of November 10, 1995, among
ITT Corporation, the lenders listed in Schedule 2.01 thereto, and Chemical Bank,
as Administrative Agent.
<PAGE>   73
                                                                EXHIBIT E to the
                                                                Credit Agreement

                                  BORROWING SUBSIDIARY AGREEMENT dated as of
                          [      ], among ITT CORPORATION, a Nevada corporation
                          (the "Company"), [Name of Subsidiary], a [          ]
                          corporation ("the Subsidiary"), and CHEMICAL BANK, as
                          administrative agent (the "Administrative Agent") for
                          the lenders (the "Lenders") party to the 364-Day
                          Competitive Advance and Revolving Credit Facility
                          Agreement dated as of November 10, 1995, as amended
                          (the "Agreement"), among the Company, the
                          Administrative Agent and the Lenders.

                 Under the Agreement, the Lenders have agreed, upon the terms
and subject to the conditions therein set forth, to make competitive advance
and revolving credit loans and to issue Letters of Credit to the Company and to
Subsidiaries (as defined in the Agreement) of the Company which execute and
deliver to the Administrative Agent Borrowing Subsidiary Agreements in the form
of this Borrowing Subsidiary Agreement.  The Company represents that the
Subsidiary is a subsidiary (as so defined) of the Company and that the
guarantee of the Company contained in Article VII of the Agreement applies to
the obligations of the Subsidiary.  In consideration of being permitted to
borrow or have Letters of Credit issued under the Agreement upon the terms and
subject to the conditions set forth therein, the Subsidiary agrees that from
and after the date of this Borrowing Subsidiary Agreement it will be, and will
be liable for the observance and performance of all the obligations of, a
Borrowing Subsidiary under the Agreement, as the same may be amended from time
to time, to the same extent as if it had been one of the original parties to
the Agreement and that it will furnish to the Administration Agent and the
Lenders copies of its financial statements on an annual basis.

                 IN WITNESS WHEREOF, the Company and the Subsidiary have caused
this Borrowing Subsidiary Agreement to be duly executed by their authorized
officers as of the date first appearing above.

                                                   ITT CORPORATION,

                                                     by ______________________
                                                        Name:
                                                        Title:

                                                   [NAME OF SUBSIDIARY],

                                                     by ______________________
                                                        Name:
                                                        Title:
Accepted as of the date
first appearing above:

CHEMICAL BANK, as Administrative
Agent,

  by  ______________________
      Name:
      Title:
<PAGE>   74
                                                                       Exhibit F
                                ITT Corporation
                          1330 Avenue of the Americas
                               New York, NY 10019


                                                              November ___, 1995

Chemical Bank, as Administrative Agent
for the Lenders
270 Park Avenue
New York, NY 10019

Attention:  Elisabeth Hughes

Dear Sirs:

                 Reference is made to the 364-Day Competitive Advance and
Revolving Credit Facility Agreement and the Five-Year Competitive Advance and
Revolving Credit Facility Agreement (collectively, the "Credit Agreements"),
each among ITT Corporation, a Nevada corporation ("New ITT"), the lenders
listed in Schedules 2.01 thereto (the "Lenders") and Chemical Bank, as
administrative agent for the Lenders (the "Administrative Agent").

                 1.  As contemplated by Section 9.16 of the 364-Day Credit
Agreement, and Section 9.17 of the Five-Year Credit Agreement, ITT Corporation,
a Delaware corporation ("Old ITT"), and the Administrative Agent, acting on
behalf of the Lenders, hereby agree that the Credit Agreements shall be
executed on the date hereof and that, except as otherwise provided herein, Old
ITT will have all rights and obligations of the "Company" referred to therein.

                 2.  Old ITT agrees that upon the completion of the
Distribution, it shall cause New ITT to execute, and New ITT shall succeed to
the rights and obligations of Old ITT under, the Credit Agreements.

                 3.  Old ITT further agrees that prior to each of (a) the
successions referred to in paragraph 2 above, (b) the termination and
cancellation of the Existing Credit Facilities (as defined in the Credit
Agreements), (c) the completion of the Distribution and (d) the satisfaction of
the other conditions set forth in the Credit Agreements, Old ITT shall not make
any Borrowing or request the issuance of any Letter of Credit under the Credit
Agreements.

                 This letter agreement shall be deemed to be a part of each of
the Credit Agreements and shall have the same effect as if set forth in full
therein.  The failure of the
<PAGE>   75
Borrower to comply with the terms of this letter agreement shall constitute an
Event of Default under the Credit Agreements.

                                        Very truly yours,

                                        ITT CORPORATION

                                          by
                                             __________________________
                                             Name:
                                             Title:

Accepted and agreed to
as of the date first
written above:

CHEMICAL BANK, as Administrative Agent

  by
         ______________________
         Name:
         Title:
<PAGE>   76
                                                                   SCHEDULE 2.01




<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 Chemical Bank                             Ms. Nancy Mistretta              $   51,666,666.86
 270 Park Avenue                           (212) 270-6041
 New York, NY 10017

 ABN AMRO Bank, N.V.                       Ms. Margaret Hannahoe            $   13,333,333.33
 500 Park Avenue                           (212) 832-7129
 New York, NY 10022

 Arab Bank Plc                             Mr. Peter Boyadjian              $    8,333,333.33
 520 Madison Avenue                        (212) 593-4632
 New York, NY 10022

 Banca Commerciale Italiana                Ms. Elizabeth Cronin             $   13,333,333.33
 New York Branch                           (212) 809-2124
 1 William Street
 New York, NY 10004

 Banca di Roma S.p.A.                      Mr. Ralph Riehle                 $    8,333,333.33
 34 East 51st Street, 7th Floor            (212) 407-1118
 New York, NY 10005

 Banca Nazionale del Lavoro                Mr. Giulio Giovine               $   13,333,333.33
 New York Branch                           (212) 765-2978
 25 W. 51st Street Rockefeller Plaza
 New York, NY 10019

 Banca Popolare di Milano                  Mr. Nicholas Cinosi              $    8,333,333.33
 375 Park Avenue                           (212) 586-3537
 New York, NY 10152

 Bank of America Illinois                  Ms. Bonnie Ptaszkowski           $   23,333,333.33
 USCG - Account Administration             (312) 974-9626
 200 W. Jackson Street, 9th Floor
 Chicago, IL 60679

 with copy to:

 Bank of America                           Mr. Donald Chin
 335 Madison Avenue                        (212) 503-7771
 New York, NY 10017

 Bank of Hawaii                            Mr. Scott G. Balke               $    8,333,333.33
 111 South King Street                     (808) 537-8301
 P.O. Box 2900
 Honolulu, HI 96813

 The Bank of New York                      Ms. Mary Anne Zagroba            $   18,333,333.33
 One Wall Street                           (212) 635-1480
 New York, NY 10286
</TABLE>
<PAGE>   77
                                                                               3


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 The Bank of Nova Scotia                   Mr. Philip Adsetts               $   23,333,333.33
 One Liberty Plaza                         (212) 225-5090/91
 New York, NY 10006

 The Bank of Tokyo Trust Company           Mr. Paul P. Malecki              $   23,333,333.33
 1251 Avenue of the Americas               (212) 782-6440
 12th Floor
 New York, NY 10116-3138

 Bankers Trust Company                     Ms. Katherine Judge              $   23,333,333.33
 130 Liberty Street                        (212) 250-4969
 New York, NY 10006

 Barclays Bank PLC                         Ms. Afsaneh Naimollah            $   23,333,333.33
 222 Broadway, 11th Floor                  (212) 412-7580
 New York, NY 10038

 Bayerische Landesbank Girozentrale        Ms. Joanne Cicino                $   13,333,333.33
 111 East 50th Street                      (212) 310-9868
 New York, NY 10022

 CIBC, Inc.                                Ms. Judith Domkowski             $   18,333,333.33
 425 Lexington Avenue                      (212) 856-3991
 New York, NY 10017

 The Chase Manhattan Bank, N.A.            Mr. Edward F. McNulty            $   23,333,333.33
 One Chase Manhattan Plaza                 (212) 552-7879
 New York, NY 10081

 Citibank, N.A.                            Ms. Elizabeth Palermo            $   23,333,333.33
 399 Park Avenue                           (212) 826-2375
 New York, NY 10043

 Comerica Bank                             Ms. Tammy Gurne                  $   13,333,333.33
 500 Woodward Avenue                       (313) 222-7806
 Detroit, MI 48226-3280

 Commerzbank AG                            Mr. Thomas Ausfahl               $   13,333,333.33
 2 World Financial Center                  (212) 266-7235
 New York, NY 10281

 Compagnie Financiere de CIC et de         Ms. Martha Skidmore              $    8,333,333.33
 l'Union Europeenne                        (212) 715-4535
 520 Madison Avenue
 37th Floor
 New York, NY 10022
</TABLE>
<PAGE>   78
                                                                               4


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 Credit Lyonnais                           Mr. Michael Moretti              $   23,333,333.33
 1301 Avenue of the Americas               (212) 459-3179
 18th Floor
 New York, NY 10019

 Credit Suisse                             Ms. Carole Lustig                $   23,333,333.33
 Tower 49                                  (212) 238-5439
 12 East 49th Street
 New York, NY 10017

 Credito Italiano                          Mr. Harmon Butler                $    8,333,333.33
 375 Park Avenue                           (212) 546-9675
 New York, NY 10152

 The Dai-Ichi Kangyo Bank, Ltd.            Mr. Timothy White                $   18,333,333.33
 One World Trade Center                    (212) 524-0579
 Suite 4911
 New York, NY 10048

 Den Danske Bank                           Mr. Mogens Sondergaard           $    8,333,333.33
 280 Park Avenue                           (212) 370-9239
 New York, NY 10017

 Deutsche Bank AG                          Mr. Rolf-Peter Mikolayczyk       $   23,333,333.33
 New York Branch                           (212) 474-8212
 31 West 52nd Street
 New York, NY 10019

 DG Bank Deutsche                          Mr. Mark Connelly                $   13,333,333.33
 Genossenschaftsbank                       (212) 745-1556
 609 Fifth Avenue
 8th Floor
 New York, NY 10017

 Dresdner Bank AG                          Mr. Michael Leffler              $   23,333,333.33
 New York Branch                           (212) 574-0130
 75 Wall Street
 New York, NY 10005-2889

 First Interstate Bank of California       Mr. Roy Roberts                  $   13,333,333.33
 885 Third Avenue                          (212) 593-5241
 New York, NY 10022

 The First National Bank of Boston         Ms. Cindy Chen                   $   13,333,333.33
 100 Federal Street                        (617) 434-0601
 01-06-12
 Boston, MA 02106
</TABLE>
<PAGE>   79
                                                                               5


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 The First National Bank of Chicago        Mr. Stephen Liggins              $   23,333,333.33
 153 West 51st Street                      (212) 373-1388
 New York, NY 10019

 First Union National Bank of North        Mr. Dave Johnson                 $    8,333,333.33
 Carolina                                  (704) 374-2802
 One First Union Center
 Charlotte, NC 28288

 The Fuji Bank, Limited                    Mr. Roy Tanfield                 $   23,333,333.33
 Two World Trade Center 79th Floor         (212) 912-0516
 New York, NY 10048

 The Industrial Bank of Japan, Ltd.,       Mr. John Veltri                  $   18,333,333.33
 New York Branch                           (212) 856-9450
 245 Park Avenue
 23rd Floor
 New York, NY 10167-0037

 Istituto Bancario San Paolo Bank di       Mr. Wendell Jones                $    8,333,333.33
 Torino S.p.A.                             (212) 599-5303
 245 Park Avenue
 New York, NY 10167

 Kredietbank N.V.                          Ms. Jennifer Pariente            $    8,333,333.33
 125 West 55th Street                      (212) 956-5580
 New York, NY 10019

 Lloyds Bank Plc                           Mr. Theodore Walser              $   18,333,333.33
 199 Water Street                          (212) 607-4999
 9th Floor
 New York, NY 10038

 LTCB Trust Company                        Mr. Yoshi Nakagawa               $    8,333,333.33
 165 Broadway                              (212) 608-2371
 New York, NY 10006

 The Mitsubishi Bank                       Mr. J. Bruce Meredith            $   18,333,333.33
 New York Branch                           (212) 667-3562
 225 Liberty Street
 New York, NY 10281-1059

 The Mitsubishi Trust and Banking          Mr. Randolph Medrano             $   13,333,333.33
 Corporation                               (212) 593-4691
 520 Madison Avenue
 New York, NY 10022
</TABLE>
<PAGE>   80
                                                                               6


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 Morgan Guaranty Trust Company of          Mr. Stephen J. Kenneally         $   23,333,333.33
 New York                                  (212) 648-5018
 60 Wall Street
 New York, NY 10260-0060

 National Westminster Bank Plc             Mr. Jordan Fragiacorno           $   18,333,333.33
 175 Water Street                          (212) 602-4256
 New York, NY 10038-4924

 Nationsbank, N.A.                         Mr. James Gilland                $   23,333,333.33
 767 Fifth Avenue                          (212) 593-1083
 23rd Floor
 New York, NY 10153

 Nippon Credit Bank                        Mr. Jeff Pasquale                $    8,333,333.33
 245 Park Avenue                           (212) 490-3895
 New York, NY 10167

 The Northern Trust Company                Mr. Daryl M. Robicsek            $    8,333,333.33
 50 South LaSalle Street                   (312) 444-3508
 Chicago, IL 60675

 PNC Bank, National Association            Mr. Tom Partridge                $    8,333,333.33
 5th and Wood Streets                      (212) 557-5461
 Pittsburgh, PA 15265

 Royal Bank of Canada                      Mr. John Crawford                $   23,333,333.33
 One Financial Square                      (212) 428-6459
 New York, NY 10005-3531

 The Sakura Bank, Limited,                 Mr. Pierre Vautravers             $   13,333,333.33
 New York Branch                           (212) 888-7651
 277 Park Avenue
 New York, NY 10172

 The Sanwa Bank, Ltd.                      Mr. Stephen C. Small             $   23,333,333.33
 New York Branch                           (212) 754-1304
 55 East 52nd Street
 New York, NY 10055

 Societe Generale                          Ms. Sedare Coradin               $   23,333,333.33
 1221 Avenue of the Americas               (212) 278-7430
 New York, NY 10020

 The Sumitomo Bank, Limited                Mr. Edward McColly               $   23,333,333.33
 New York Branch                           (212) 224-5188
 277 Park Avenue
 New York, NY 10172
</TABLE>
<PAGE>   81
                                                                               7


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 SunTrust Bank, Atlanta                    Ms. May Smith                    $   13,333,333.33
 711 Fifth Avenue                          (212) 371-9386
 5th Floor
 New York, NY 10022

 Swiss Bank Corporation                    Ms. Susan Isquith                $  18,333,333.33
 New York Branch                           (212) 574-3228
 222 Broadway
 New York, NY 10038

 The Tokai Bank, Limited                   Mr. Stuart Schulman              $   13,333,333.33
 55 East 52nd Street                       (212) 754-2170
 12th Floor
 New York, NY 10022

 The Toronto-Dominion Bank                 Mr. Reginald Waylen              $   18,333,333.33
 31 West 52nd Street                       (212) 262-1926
 New York, NY 10019

 Union Bank of Switzerland                 Mr. Daniel H. Perron             $   23,333,333.33
 299 Park Avenue                           (212) 821-3383
 New York, NY 10171

 Westdeutsche Landesbank                   Mr. Ralph White                  $   13,333,333.33
 Girozentrale                              (212) 852-8307
 1211 Avenue of the Americas
 New York, NY 10036

 The Yasuda Trust and Banking Co.,         Mr. Rohn Laudenschlager          $   13,333,333.33
 Ltd.                                      (212) 373-5796
 New York Branch
 666 Fifth Avenue
 Suite 801
 New York, NY 10103

                                                                            _________________

                                           TOTAL COMMITMENT                 $1,000,000,000.00
</TABLE>
<PAGE>   82
                                                                   SCHEDULE 3.13

                                ITT CORPORATION
           SUMMARY OF SIGNIFICANT CAPITALIZATION FORECAST ASSUMPTIONS


1.       The use of $275 million in cash balances at various subsidiaries of
         ITT Destinations, Inc. to repay existing short-term borrowings.

2.       Net capital expenditures totaling $106 million in the last three
         months of 1995 ($57 million was incurred in the comparable 1994
         period).

3.       Receipt of a $100 million contribution from ITT Industries, Inc.

4.       The results of operation between the date of the Distribution and the
         date projected in the forecasted capitalization table.

5.       Such additional modifications as outlined in the Form 8-K filed on
         November 7, 1995 by Old ITT with the Securities and Exchange
         Commission.
<PAGE>   83
                                                                   Schedule 5.10
                                ITT Corporation
                         Liens on Principal Properties



Sheraton Boston

         Liens in favor of Citibank. N.A. to secure approximately $192.6
million of outstanding indebtedness.

Sheraton Buenos Aires

         Liens in favor of Overseas Private Investment Corp. to secure
approximately $34 million of indebtedness.

Park Grande Sydney

         Liens in favor of Commonwealth Bank of Australia to secure
approximately $200 million of indebtedness.