<PAGE>   1
                                                                              33


Borrowing Amounts and Local Currency Lender Maximum Borrowing Amounts pursuant
to this Section 2.22(c) shall be effective until the amount thereof shall be
recalculated by the Administrative Agent on the next succeeding Reset Date or
Borrowing Date, and shall not be deemed to reduce the stated amount of any
commitment of any Local Currency Lender in respect of any Local Currency
Addendum.

                 (d)  If, on any Reset Date or Borrowing Date (after giving
effect to (i) any Loans to be made or repaid on such date, (ii) any amendment,
supplement or other modification to any Local Currency Addendum effective on
such date of which the Administrative Agent has received notice and (iii) any
reduction in the Local Currency Facility Maximum Borrowing Amounts pursuant to
Section 2.22(c) effective on such date), the sum of (A) the aggregate
outstanding Dollar Standby Extensions of Credit of all the Lenders, (B) the
aggregate L/C Exposures and (C) the aggregate Competitive Loan Exposures exceed
the Dollar Facility Overage (the amount of such excess being called the "Dollar
Facility Excess"), then the Local Currency Facility Maximum Borrowing Amount
under each Local Currency Addendum shall be reduced on such date by an amount
equal to the product of such Dollar Facility Excess times a fraction the
numerator of which shall equal the Local Currency Facility Maximum Borrowing
Amount under such Local Currency Addendum and the denominator of which shall
equal the aggregate of the Local Currency Facility Maximum Borrowing Amounts
with respect to all Local Currency Addenda.  Each such reduction in the Local
Currency Facility Maximum Borrowing Amount under a Local Currency Addendum
shall in turn reduce the respective Local Currency Lender Maximum Borrowing
Amounts of each Local Currency Lender party to such Local Currency Addendum,
pro rata on the basis of the respective Local Currency Lender Maximum Borrowing
Amounts of such Local Currency Lenders immediately prior to such reduction.
Reductions in Local Currency Facility Maximum Borrowing Amounts and Local
Currency Lender Maximum Borrowing Amounts pursuant to this Section 2.22(d)
shall be effective until the amount thereof shall be recalculated by the
Administrative Agent on the next succeeding Reset Date or Borrowing Date, and
shall not be deemed to reduce the stated amount of any commitment of any Local
Currency Lender in respect of any Local Currency Addendum.

                 (e)  If, on any Reset Date, the Dollar Equivalent of the Local
Currency Loans outstanding under a Local Currency Addendum exceeds 105% of the
Local Currency Facility Maximum Borrowing Amount with respect thereto (after
giving effect to any reductions therein effected pursuant to Section 2.22(c) or
(d) on such date), then the relevant Borrower shall, within three Business Days
after notice thereof from the Administrative Agent, (i) increase the Local
Currency Facility Maximum Borrowing Amount with respect to such Local Currency
Facility in accordance with Section 2.21(e) and/or (ii) prepay Local Currency
Loans, in either case in an aggregate amount such that, after giving effect
thereto, (x) the Dollar Equivalent of all such Local Currency Loans shall be
equal to or less than such Local Currency Facility Maximum Borrowing Amount and
(y) the Dollar Equivalent of the Local Currency Loans of each relevant Local
Currency Lender shall be equal to or less than such Local Currency Lender's
Local Currency Lender Maximum Borrowing Amount with respect to such Local
Currency Addendum.

                 (f)  If, on any Reset Date, the Standby Credit Exposure of any
Lender exceeds 105% of such Lender's Commitment, then, within three Business
Days after notice thereof from the Administrative Agent, the Company shall
prepay and/or cause the relevant Borrowing Subsidiaries to prepay the Loans in
accordance with this Agreement, in an aggregate amount such that, after giving
effect thereto, the Standby Credit Exposure of such Lender shall be equal to or
less than such Lender's Commitment.
<PAGE>   2
                                                                              34


                 (g)  The Administrative Agent shall promptly notify the
relevant Lenders of the amount of any reductions in Local Currency Facility
Maximum Borrowing Amounts or Local Currency Lender Maximum Borrowing Amounts
required pursuant to this Section 2.22.

                 SECTION 2.23.  Letters of Credit.  (a) General.  The Borrowers
may request the issuance of Letters of Credit, in a form reasonably acceptable
to the Administrative Agent and the applicable Issuing Bank, appropriately
completed, for the accounts of the Borrowers, at any time and from time to time
while the Commitments remain in effect.  All Letters of Credit shall be
denominated in Dollars.  This Section shall not be construed to impose an
obligation upon any Issuing Bank to issue any Letter of Credit that is
inconsistent with the terms and conditions of this Agreement.

                 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions.  In order to request the issuance of a Letter of Credit (or to
amend, renew or extend an existing Letter of Credit), the applicable Borrower
shall hand deliver or telecopy to the applicable Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, the date of issuance, amendment, renewal or extension, the date on
which such Letter of Credit is to expire (which shall comply with paragraph
2.23(c) below), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare such Letter of Credit.  Following receipt of such notice and prior to
the issuance of the requested Letter of Credit or the applicable amendment,
renewal or extension, the Administrative Agent shall notify the Borrowers, each
Lender and the applicable Issuing Bank of the amount of the Aggregate Credit
Exposure after giving effect to (i) the issuance, amendment, renewal or
extension of such Letter of Credit, (ii) the issuance or expiration of any
other Letter of Credit that is to be issued or will expire prior to the
requested date of issuance of such Letter of Credit and (iii) the borrowing or
repayment of any Loans that (based upon notices delivered to the Administrative
Agent by the Borrowers) are to be borrowed or repaid prior to the requested
date of issuance of such Letter of Credit.  A Letter of Credit shall be issued,
amended, renewed or extended only if, and upon issuance, amendment, renewal or
extension of each Letter of Credit, the Borrowers shall be deemed to represent
and warrant that, (i) after giving effect to such issuance, amendment, renewal
or extension (A) the L/C Exposure shall not exceed $350,000,000 and (B) the
Aggregate Credit Exposure shall not exceed the Total Commitment and (ii) in the
case of a Letter of Credit that will expire later than the first anniversary of
such issuance, amendment, renewal or extension, the applicable Borrower, the
applicable Issuing Bank and the Required Lenders shall have reached agreement
on the fees to be applicable thereto as contemplated by the last sentence of
Section 2.06(c).

                 (c) Expiration Date.  Each Letter of Credit shall expire at
the close of business on the earlier of the date five years after the date of
the issuance of such Letter of Credit and the date that is five Business Days
prior to the Maturity Date, unless such Letter of Credit expires by its terms
on an earlier date; provided that a Letter of Credit shall not be issued (nor
shall a Letter of Credit be amended, renewed or extended) that would result in
the Aggregate Credit Exposure exceeding the Total Commitment.  Compliance with
the foregoing proviso shall be determined based upon the assumption that (i)
each Letter of Credit remains outstanding and undrawn in accordance with its
terms until its expiration date (taking into account any rights of renewal or
extension that do not require written notice by or consent of the applicable
Issuing Bank, in its sole discretion, in order to effect such renewal or
extension) and (ii) the Commitments will not be reduced voluntarily pursuant to
Section 2.11(b).

                 (d) Participations.  By the issuance of a Letter of Credit and
without any further action on the part of the applicable Issuing Bank or the
Lenders, the applicable Issuing Bank hereby grants to each Lender, and each
such Lender hereby acquires from the applicable Issuing Bank, a participation
in such Letter of Credit equal to such Lender's Applicable Share from time to
time of the
<PAGE>   3
                                                                              35


aggregate amount available to be drawn under such Letter of Credit, effective
upon the issuance of such Letter of Credit.  In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender's Applicable Share from time to time of each L/C
Disbursement made by such Issuing Bank and not reimbursed by the Borrower (or,
if applicable, another party pursuant to its obligations under any other Loan
Document) forthwith on the date due as provided in Section 2.02(e).  Each
Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or an Event of Default,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

                 (e) Reimbursement.  If an Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, the applicable Borrower shall
pay to the Administrative Agent such L/C Disbursement not later than two hours
after the Borrower shall have received notice from such Issuing Bank that
payment of such draft will be made, or, if the Borrower shall have received
such notice later than 10:00 a.m., New York City time, on any Business Day, not
later than 10:00 a.m., New York City time, on the immediately following
Business Day.

                 (f) Obligations Absolute.  The Borrowers' obligations to
reimburse L/C Disbursements as provided in paragraph 2.23(e) above shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement, under any and all circumstances
whatsoever, and irrespective of:

                 (i) any lack of validity or enforceability of any Letter of
         Credit or any Loan Document, or any term or provision therein;

                 (ii) any amendment or waiver of or any consent to departure
         from all or any of the provisions of any Letter of Credit or any Loan
         Document;

                 (iii) the existence of any claim, setoff, defense or other
         right that the Borrowers, any other party guaranteeing, or otherwise
         obligated with, the Borrowers, any Subsidiary or other Affiliate
         thereof or any other person may at any time have against the
         beneficiary under any Letter of Credit, any Issuing Bank, the
         Administrative Agent or any Lender or any other person, whether in
         connection with this Agreement, any other Loan Document or any other
         related or unrelated agreement or transaction;

                 (iv) any draft or other document presented under a Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient in
         any respect or any statement therein being untrue or inaccurate in any
         respect;

                 (v) payment by the applicable Issuing Bank under a Letter of
         Credit against presentation of a draft or other document that does not
         comply with the terms of such Letter of Credit; and

                 (vi) any other act or omission to act or delay of any kind of
         any Issuing Bank, the Lenders, the Administrative Agent or any other
         person or any other event or circumstance whatsoever, whether or not
         similar to any of the foregoing, that might, but for the provisions of
         this Section, constitute a legal or equitable discharge of the
         Borrowers' obligations hereunder.
<PAGE>   4
                                                                              36


                 Without limiting the generality of the foregoing, it is
expressly understood and agreed that the absolute and unconditional obligation
of the Borrowers hereunder to reimburse L/C Disbursements will not be excused
by the gross negligence or wilful misconduct of any Issuing Bank.  However, the
foregoing shall not be construed to excuse any Issuing Bank from liability to
the Borrowers to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrowers to the
extent permitted by applicable law) suffered by the Borrowers that are caused
by such Issuing Bank's gross negligence or wilful misconduct in determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof; it is understood that each Issuing Bank may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary
and, in making any payment under any Letter of Credit (i) an Issuing Bank's
exclusive reliance on the documents presented to it under such Letter of Credit
as to any and all matters set forth therein, including reliance on the amount
of any draft presented under such Letter of Credit, whether or not the amount
due to the beneficiary thereunder equals the amount of such draft and whether
or not any document presented pursuant to such Letter of Credit proves to be
insufficient in any respect, if such document on its face appears to be in
order, and whether or not any other statement or any other document presented
pursuant to such Letter of Credit proves to be forged or invalid or any
statement therein proves to be inaccurate or untrue in any respect whatsoever
and (ii) any noncompliance in any immaterial respect of the documents presented
under such Letter of Credit with the terms thereof shall, in each case, be
deemed not to constitute wilful misconduct or gross negligence of an Issuing
Bank.

                 (g) Disbursement Procedures.  The applicable Issuing Bank
shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit.  Such Issuing Bank
shall as promptly as possible give telephonic notification, confirmed by
telecopy, to the Administrative Agent and the applicable Borrower of such
demand for payment and whether such Issuing Bank has made or will make an L/C
Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Bank and the Lenders with respect to any such L/C Disbursement.  The
Administrative Agent shall promptly give each Lender notice thereof.

                 (h) Interim Interest. If an Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of such Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of
the date of payment or the date on which interest shall commence to accrue
thereon as provided in paragraph 2.02(e) above, at the rate per annum that
would apply to such amount if such amount were an ABR Loan.

                 (i) Resignation or Removal of an Issuing Bank.  An Issuing
Bank may resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrowers, and may be removed at any
time by the Borrowers by notice to the Issuing Bank, the Administrative Agent
and the Lenders.  Subject to the next succeeding paragraph, upon the acceptance
of any appointment as an Issuing Bank hereunder by a successor Issuing Bank,
such successor shall succeed to and become vested with all the interests,
rights and obligations of the retiring Issuing Bank and the retiring Issuing
Bank shall be discharged from its obligations to issue additional Letters of
Credit hereunder.  At the time such removal or resignation shall become
effective, the Borrowers shall pay all accrued and unpaid fees pursuant to
Section 2.06(c)(ii). The acceptance of any appointment as an Issuing Bank
hereunder by a successor Lender shall be evidenced by an agreement entered into
by such successor, in a form satisfactory to the Borrowers and the
Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor Lender shall have all the rights and obligations of the
previous Issuing Bank under this Agreement and the other Loan Documents and
(ii)
<PAGE>   5
                                                                              37


references herein and in the other Loan Documents to the term "Issuing Bank"
shall be deemed to refer to such successor or to any previous Issuing Bank, or
to such successor and all previous Issuing Banks, as the context shall require.
After the resignation or removal of an Issuing Bank hereunder, the retiring
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters
of Credit.

                 (j) Additional Issuing Banks.  The Borrowers may, at any time
and from time to time with the consent of the Administrative Agent (which
consent shall not be unreasonably withheld) and such Lender, designate one or
more additional Lenders to act as an issuing bank under the terms of the
Agreement.  Any Lender designated as an issuing bank pursuant to this paragraph
2.23(j) shall, upon entering into an Issuing Bank Agreement with the Company,
be deemed to be an "Issuing Bank" (in addition to being a Lender) in respect of
Letters of Credit issued or to be issued by such Lender, and, with respect to
such Letters of Credit, such term shall thereafter apply to the other Issuing
Banks and such Lender.


                                  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 Issuing Bank Agreements,
the promissory notes, if any, issued pursuant to Section 9.04(i) and each Local
Currency Addendum (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.

                 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.
<PAGE>   6
                                                                              38


                 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 statement 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.

                 (c)  No exchange control law or regulation materially
restricts any Borrower from complying with its obligations in respect of any
Loan or Letter of Credit or otherwise under this Agreement or any Local
Currency Addendum.

                 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>   7
                                                                              39


                 (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 and
Letters of Credit 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>   8
                                                                              40


                                   ARTICLE IV

                             CONDITIONS OF LENDING

                 The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit hereunder are subject to the
satisfaction of the following conditions:

                 SECTION 4.01.  All Extensions of Credit.  On the date of each
Borrowing and on the date of each issuance of a Letter of Credit:

                 (a)  The Administrative Agent shall have received a notice of
         such Borrowing as required by Section 2.03 or Section 2.04, as
         applicable, or, in the case of the issuance of a Letter of Credit, the
         applicable Issuing Bank shall have been selected to issue such Letter
         of Credit as contemplated by Section 2.23.

                 (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 or issuance of a Letter of Credit
         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 or
         issuance of a Letter of Credit no Event of Default or Default shall
         have occurred and be continuing.

Each Borrowing and issuance of a Letter of Credit shall be deemed to constitute
a representation and warranty by each Borrower on the date of such Borrowing or
issuance of a Letter of Credit 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, the 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.
<PAGE>   9
                                                                              41


                 (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.

                 (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 or Letters of Credit
are issued for the benefit of any Borrowing Subsidiary:

                 (a)  The Lenders and any Issuing Banks 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 and any Issuing Banks 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 or any Letters of Credit
have not been canceled or have not expired or any amounts drawn thereunder have
not been reimbursed in full, 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>   10
                                                                              42


                 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>   11
                                                                              43


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 or any Letters of Credit
have not been canceled or have not expired or any amounts drawn thereunder have
not been reimbursed in full, 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:
<PAGE>   12
                                                                              44


                 (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 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
<PAGE>   13
                                                                              45


         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 (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,
<PAGE>   14
                                                                              46


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 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 any
         Local Currency Addenda or the Borrowings or issuances of Letters of
         Credit 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 or the reimbursement with respect to any L/C Disbursement
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;

                 (c) default shall be made in the payment of any interest on
         any Loan or L/C Disbursement 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 or in any Local Currency Addendum 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 or in any
         other Loan Document (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
<PAGE>   15
                                                                              47


         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
         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 any
or all of the following actions, at the same or different times:  (i) terminate
forthwith the Commitments, (ii) declare the Loans
<PAGE>   16
                                                                              48


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, (iii) require the Borrowers
to deposit with the Administrative Agent cash collateral in an amount equal to
the aggregate L/C Exposures to secure the Borrowers' reimbursement obligations
under Section 2.23; and, in the case of any event with respect to the Company
or any Subsidiary 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, and the Borrowers shall deposit with the Administrative Agent
cash collateral in an amount equal to the aggregate L/C Exposure to secure the
Borrowers' reimbursement obligations under Section 2.23.


                                  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
<PAGE>   17
                                                                              49


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 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 and the Issuing Banks.  Each of the Lenders and the
Issuing Banks hereby irrevocably authorizes the Administrative Agent to take
such actions on behalf of such Lender or Issuing Bank 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 and the Issuing Banks, without hereby limiting any implied
authority, (a) to receive on behalf of the Lenders and the Issuing Banks all
payments of principal of and
<PAGE>   18
                                                                              50


interest on the Loans and all other amounts due to the Lenders and the Issuing
Banks hereunder, and promptly to distribute to each Lender or Issuing Bank 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
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 or Issuing
Bank of any of its obligations hereunder or to any Lender or Issuing Bank on
account of the failure of or delay in performance or breach by any other Lender
or Issuing Bank 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.
<PAGE>   19
                                                                              51


                 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 and L/C Exposure) of any expenses incurred for the benefit of
the 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 wilful 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 A
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
<PAGE>   20
                                                                              52


                 (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.


                 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 the Issuing Banks and shall survive the making by the Lenders
of the Loans and issuance of Letters of Credit regardless of any investigation
made by the Lenders or the Issuing Banks 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, any Letter of Credit is outstanding 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 any
Letter of Credit, 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 A 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
<PAGE>   21
                                                                              53


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 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, the Issuing Banks
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
<PAGE>   22
                                                                              54


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 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, the Issuing Banks 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 or Letters of Credit issued hereunder or under any Local
Currency Addendum, 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, the Issuing Banks, 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
issuance of Letters of Credit 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
<PAGE>   23
                                                                              55


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 expiration of any Letter of Credit, the
invalidity or unenforceability of any term or provision of this Agreement or
any investigation made by or on behalf of the Administrative Agent, the Issuing
Banks or any Lender.  All amounts due under this Section shall be payable on
written demand therefor.

                 SECTION 9.06.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF
NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY
THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

                 SECTION 9.07.  Waivers; Amendment.  (a)  No failure or delay
of the Administrative Agent, the Issuing Banks 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, the Issuing Banks 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 for reimbursement of any L/C
Disbursement, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan or L/C Disbursement, without the
prior written consent of each Lender affected thereby, (ii) increase the
Commitment or decrease the Facility Fee, L/C Participation 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 or the Issuing Banks hereunder without the prior
written consent of the Administrative Agent or the Issuing Banks.  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 referenced in Section 2.06(b) and the letter agreement attached as
Exhibit H constitute the entire contract among the
<PAGE>   24
                                                                              56


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.

                 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, ANY LOCAL CURRENCY ADDENDA OR ANY LETTER OF
CREDIT, 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, ANY LOCAL CURRENCY ADDENDUM
<PAGE>   25
                                                                              57


OR ANY LETTER OF CREDIT 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, ANY
LOCAL CURRENCY ADDENDUM OR ANY LETTER OF CREDIT 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.

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

                 (b)  The obligations of the Borrowers in respect of any sum
due to any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent
that, on the Business Day following receipt by the Applicable Creditor of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may
in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the
<PAGE>   26
                                                                              58


Agreement Currency, the Borrowers agree, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss.  The obligations of the Borrowers contained in this Section 9.16
shall survive the termination of this Agreement and the payment of all other
amounts owing hereunder.

                 SECTION 9.17.  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 H, and upon execution of this
Agreement by the Company, the Company shall succeed to the rights and
obligations of Old ITT as contemplated in such 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

                       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
  
<PAGE>   27
                                                                              59




                          BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH,

                             by
                               /s/ C. Dougherty                      
                               --------------------------------------
                               Name:  C. Dougherty
                               Title:  Vice President

                             by
                               /s/ J. M. Welch                       
                               --------------------------------------
                               Name:  J. M. Welch
                               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

                          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

                          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
<PAGE>   28
                                                                              60



                          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

                          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
<PAGE>   29
                                                                              61



                          BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS 
                          BRANCH,

                             by
                               /s/ Wilfried Freudenberger            
                               --------------------------------------
                               Name:  Wilfried Freudenberger
                               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

                          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
<PAGE>   30
                                                                              62



                           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

                           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
<PAGE>   31
                                                                              63



                           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

                           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
<PAGE>   32
                                                                              64



                           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

                           THE FIRST NATIONAL BANK OF BOSTON,

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

                           THE FIRST NATIONAL BANK OF CHICAGO,

                              by
                                /s/ Rebecca McCloskey                 
                                --------------------------------------
                                Name:  Rebecca McCloskey
                                Title:  Vice President
<PAGE>   33
                                                                              65





                           
                           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

                           KREDIETBANK N.V.,

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

                              by
                                /s/ Robert Snauffer                   
                                --------------------------------------
                                Name:  Robert Snauffer
                                Title:  Vice President
<PAGE>   34
                                                                              66




                           
                           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

                           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
<PAGE>   35
                                                                              67




                           
                           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

                           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
<PAGE>   36
                                                                              68




                           

                           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

                           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
<PAGE>   37
                                                                              69




                           
                           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

                           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>   38
                                                                     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 Five-Year 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 "5-Year 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 5-Year Agreement.
The Borrower hereby gives you notice pursuant to Section 2.03(a) of the 5-Year
Agreement that it requests a Competitive Borrowing under the 5-Year 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 5-Year 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/ Eurocurrency 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>   39
                                                                     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 Five-Year 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 "5-Year
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
5-Year Agreement.  The Borrower made a Competitive Bid Request on __________,
19[ ], pursuant to Section 2.03(a) of the 5-Year 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 5-Year 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 Eurocurrency 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>   40
                                                                     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 Five-Year 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
"5-Year 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 5-Year Agreement.
The undersigned hereby makes a Competitive Bid pursuant to Section 2.03(b) of
the 5-Year 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 5-Year Agreement, to extend credit to the Borrower
upon acceptance by the Borrower of this bid in accordance with Section 2.03(d)
of the 5-Year 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 Eurocurrency Competitive
Loans or ___%, in the case of Fixed Rate Loans.
<PAGE>   41
                                                                     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
Five-Year 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 5-Year 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 5-Year 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 5-Year Agreement,
we hereby accept the following bids for maturity on [date]:

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

We hereby reject the following bids:

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

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


                                    Very truly yours,

                                    [NAME OF BORROWER],

                                    by
                                       _________________________________________
                                       Name:
                                       Title:
<PAGE>   42
                                                                     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
Five-Year 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 "5- Year 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 5-Year Agreement.
The Borrower hereby gives you notice pursuant to Section 2.04 of the 5-Year
Agreement that it requests a Standby Borrowing under the 5-Year 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 5-Year 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/ Eurocurrency 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>   43
                                                                       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>   44
                                                                       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>   45
                                                                       EXHIBIT C




                                   [FORM OF]

                           ASSIGNMENT AND ACCEPTANCE

                                                          Dated: _________, 19__


                 Reference is made to the Five-Year Competitive Advance and
Revolving Credit Facility Agreement dated as of November 10, 1995 (the "5-Year
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 5-Year 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 5-Year 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
5-Year 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 5-Year 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 5-Year 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 5-Year Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the 5-Year
Agreement, an Administrative Questionnaire in the form of Exhibit B to the
5-Year 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>   46
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>   47
                                                                       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 5-Year 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>   48
                                                                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 5-Year 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 Administrative 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>   49
                                                                EXHIBIT F to the
                                                                Credit Agreement

                                  ISSUING BANK AGREEMENT dated as of [    ],
                          1995, between ITT CORPORATION, a Nevada corporation
                          ("ITT") and the financial institution identified on
                          Schedule I hereto as the Issuing Bank (the "Issuing
                          Bank").


                 Reference is made to the 5-Year Competitive Advance and
Revolving Credit Facility Agreement dated as of November 10, 1995 (as amended,
modified, extended or restated from time to time, the "Credit Agreement"),
among ITT, the Borrowing Subsidiaries parties thereto, the Lenders named
therein and Chemical Bank, as Administrative Agent.  ITT and the Issuing Bank
desire to enter into this Agreement in order to provide for Letters of Credit
to be issued by the Issuing Bank as contemplated by the Credit Agreement.
Accordingly, the parties hereto agree as follows:

                 SECTION 1.  Defined Terms.  Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings specified in
the Credit Agreement.  The provisions of Section 1.02 of the Credit Agreement
shall apply to this Agreement as though set forth herein.

                 SECTION 2.  Letter of Credit Commitment.  The Issuing Bank
hereby agrees to be an "Issuing Bank" under, and, subject to the terms and
conditions hereof and of the Credit Agreement, to issue Letters of Credit
under, the Credit Agreement; provided, however, that Letters of Credit issued
by the Issuing Bank hereunder shall be subject to the limitations, if any, set
forth on Schedule I hereto, in addition to the limitations set forth in the
Credit Agreement.

                 SECTION 3.  Issuance Procedure.  In order to request the
issuance of a Letter of Credit hereunder, the Account Party (or ITT on behalf
of the applicable Account Party) shall hand deliver or telecopy a notice
(specifying the information required by Section 2.23(b) of the Credit
Agreement) to the Issuing Bank, at its address or telecopy number specified on
Schedule I hereto (or such other address or telecopy number as the Issuing Bank
may specify by notice to ITT), not later than the time of day (local time at
such address) specified on Schedule I hereto prior to the proposed date of
issuance of such Letter of Credit.  A copy of such notice shall be sent,
concurrently, by the applicable Account Party (or ITT on behalf of the
applicable Account Party) to the Administrative Agent in the manner specified
for Borrowing Requests under the Credit Agreement.  Upon receipt of such
notice, the Issuing Bank shall consult the Administrative Agent by telephone in
order to determine (i) whether the conditions specified in the last sentence of
Section 2.23(b) of the Credit Agreement will be satisfied in connection with
the issuance of such Letter of Credit and (ii) whether the requested expiration
date for such Letter of Credit complies with the proviso to Section 2.23(c) of
the Credit Agreement.

                 SECTION 4.  Issuing Bank Fees, Interest and Payments.  The
Issuing Bank Fees payable to the Issuing Bank in respect of Letters of Credit
issued hereunder are specified on Schedule I hereto (and such fees shall be in
addition to the Issuing Bank's customary documentary and processing charges in
connection with the issuance, amendment or transfer of any Letter of Credit
issued hereunder).  Each payment of Issuing Bank Fees payable hereunder shall
be made not later than 12:00 (noon), local time at the place of payment, on the
date when due, in immediately available funds, to the account of the Issuing
Bank specified on Schedule I hereto (or to such other account of the Issuing
Bank as it may specify by notice to ITT).
<PAGE>   50
                 SECTION 5.  Credit Agreement Terms.  Notwithstanding any
provision hereof which may be construed to the contrary, it is expressly
understood and agreed that (a) this Agreement is supplemental to the Credit
Agreement and is intended to constitute an Issuing Bank Agreement, as defined
therein (and, as such, constitutes an integral part of the Credit Agreement as
though the terms of this Agreement were set forth in the Credit Agreement), (b)
each Letter of Credit issued hereunder and each and every L/C Disbursement made
under any such Letter of Credit shall constitute a "Letter of Credit" and an
"L/C Disbursement", respectively, for all purposes of the Credit Agreement and
the other Loan Documents, (c) the Issuing Bank's commitment to issue Letters of
Credit hereunder and each and every Letter of Credit requested or issued
hereunder shall be subject to the terms and conditions of the Credit Agreement
and entitled to the benefits of the Loan Documents and (d) the terms and
conditions of the Credit Agreement are hereby incorporated herein as though set
forth herein in full and shall supersede any contrary provisions hereof.

                 SECTION 6.  Assignment.  The Issuing Bank may not assign its
commitment to issue Letters of Credit hereunder without the consent of ITT and
prior notice to the Administrative Agent.  In the event of an assignment by the
Issuing Bank of all its other interests, rights and obligations under the
Credit Agreement, then the Issuing Bank's commitment to issue Letters of Credit
hereunder shall terminate unless the Issuing Bank, ITT and the Administrative
Agent otherwise agree.

                 SECTION 7.  Effectiveness.  This Agreement shall not be
effective until counterparts hereof executed on behalf of each of ITT and the
Issuing Bank have been delivered to and accepted by the Administrative Agent.


                 IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.


                                        ITT CORPORATION,

                                          by  ______________________
                                              Name:
                                              Title:

                                        [ISSUING BANK],

                                          by  _______________________
                                              Name:
                                              Title:
Accepted:

CHEMICAL BANK, as
Administrative Agent,

  by  ____________________________
      Name:
      Title:
<PAGE>   51
                                                                   SCHEDULE I to
                                                          Issuing Bank Agreement




<TABLE>
<S>                                         <C>
A.   Issuing Bank:

B.   Issuing Bank's Address and
     Telecopy Number for Notices:

C.   Time of Day by Which Notices           A notice requesting the issuance of a Letter of Credit
     Must be Received                       must be received by the Issuing Bank by 10:00 a.m. (New
                                            York time) not less than five Business Days prior to the
                                            proposed date of issuance.

D.   Special Terms:                         The aggregate L/C Exposure in respect of Letters of
                                            Credit issued pursuant to this Agreement shall not exceed
                                            $[              ].

E.   Issuing Bank Fees:                     [    ]% per annum on the average daily undrawn amount of
                                            the Scheduled Letters of Credit, payable on the same
                                            dates that L/C Participation Fees are payable under the
                                            Credit Agreement.

F.   Issuing Bank's Account for
     Payment of Issuing Bank Fees:
</TABLE>
<PAGE>   52
                                                                       EXHIBIT G
                                   [FORM OF]

                            LOCAL CURRENCY ADDENDUM


To:      Chemical Bank, as Administrative Agent

From:    ITT Corporation


                 1.  This Local Currency Addendum is being delivered to you
pursuant to Section 2.21(b) of the 5-Year Competitive Bid and Revolving Credit
Facility, dated as of November 10, 1995, among ITT Corporation, the Borrowing
Subsidiaries parties thereto, the Lenders parties thereto and Chemical Bank, as
Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

                 2.  The effective date (the "Effective Date") of this Local
Currency Addendum will be [                   ].


LOCAL CURRENC(Y)(IES):


<TABLE>
<S>                                                <C>
LOCAL CURRENCY FACILITY
MAXIMUM BORROWING AMOUNT:                          $
</TABLE>


<TABLE>
<CAPTION>
LOCAL CURRENCY                                     Local Currency Lender
LENDERS:                  Name of Lender           Maximum Borrowing Amount
                          --------------           ------------------------
<S>                       <C>                      <C>
                                                   $
</TABLE>


LIST OF DOCUMENTATION GOVERNING
LOCAL CURRENCY FACILITY
(THE "DOCUMENTATION"): 1/

                 3.  The Company hereby represents and warrants that (i) as of
the Effective Date, an Exchange Rate with respect to each Local Currency is
determinable by reference to the Reuters currency pages (or comparable publicly
available screen), (ii) the Documentation complies in all respects with the
requirements of Section 2.21 of the Credit Agreement and (iii)___________




       ____________________

     1/ Copies of the Documentation must accompany the Local Currency Addendum,
together with, if applicable, an English translation thereof (provided, that the
Company may instead furnish a summary term sheet in English so long as an
English translation of the Documentation is furnished to the Administrative
Agent or its counsel within 90 days after the date of delivery of the Local
Currency Addendum).
<PAGE>   53
                                                                               2


of__________  2/ contains an express acknowledgement that such  Local Currency
Loan shall be subject to the provisions of Sections 2.21 and 2.22 of the Credit
Agreement.


                                        ITT CORPORATION


                                        By ______________________________
                                           Title:



Accepted and Acknowledged:


CHEMICAL BANK, as Administrative Agent


By _____________________________________
   Title:


[                  ], as Local Currency Lender


By ______________________________
   Title:





____________________

     2/ Provide citation to relevant provision from the Documentation.
<PAGE>   54
                                                                       Exhibit H

                                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>   55
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>   56
                                                                   SCHEDULE 2.01




<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 Chemical Bank                             Ms. Nancy Mistretta              $  103,333,333.14
 270 Park Avenue                           (212) 270-6041
 New York, NY 10017

 ABN AMRO Bank, N.V.                       Ms. Margaret Hannahoe            $   26,666,666.67
 500 Park Avenue                           (212) 832-7129
 New York, NY 10022

 Arab Bank Plc                             Mr. Peter Boyadjian              $   16,666,666.67
 520 Madison Avenue                        (212) 593-4632
 New York, NY 10022

 Banca Commerciale Italiana                Ms. Elizabeth Cronin             $   26,666,666.67
 New York Branch                           (212) 809-2124
 1 William Street
 New York, NY 10004

 Banca di Roma S.p.A.                      Mr. Ralph Riehle                 $   16,666,666.67
 34 East 51st Street, 7th Floor            (212) 407-1118
 New York, NY 10005

 Banca Nazionale del Lavoro                Mr. Giulio Giovine               $   26,666,666.67
 New York Branch                           (212) 765-2978
 25 W. 51st Street Rockefeller Plaza
 New York, NY 10019

 Banca Popolare di Milano                  Mr. Nicholas Cinosi              $   16,666,666.67
 375 Park Avenue                           (212) 586-3537
 New York, NY 10152

 Bank of America Illinois                  Ms. Bonnie Ptaszkowski           $   46,666,666.67
 USCG - Account Administration             (212) 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               $   16,666,666.67
 111 South King Street                     (808) 537-8301
 P.O. Box 2900
 Honolulu, HI 96813

 The Bank of New York                      Ms. Mary Anne Zagroba            $   36,666,666.67
 One Wall Street                           (212) 635-1480
 New York, NY 10286
</TABLE>
<PAGE>   57
                                                                               2


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 The Bank of Nova Scotia                   Mr. Philip Adsetts               $   46,666,666.67
 One Liberty Plaza                         (212) 225-5090/91
 New York, NY 10006

 The Bank of Tokyo Trust Company           Mr. Paul P. Malecki              $   46,666,666.67
 1251 Avenue of the Americas               (212) 782-6440
 12th Floor
 New York, NY 10116-3138

 Bankers Trust Company                     Ms. Katherine Judge              $   46,666,666.67
 130 Liberty Street                        (212) 250-4969
 New York, NY 10006

 Barclays Bank PLC                         Ms. Afsaneh Naimollah            $   46,666,666.67
 222 Broadway, 11th Floor                  (212) 412-7580
 New York, NY 10038

 Bayerische Landesbank Girozentrale        Ms. Joanne Cicino                $   26,666,666.67
 111 East 50th Street                      (212) 310-9868
 New York, NY 10022

 CIBC, Inc.                                Ms. Judith Domkowski             $   36,666,666.67
 425 Lexington Avenue                      (212) 856-3991
 New York, NY 10017

 The Chase Manhattan Bank, N.A.            Mr. Edward F. McNulty            $   46,666,666.67
 One Chase Manhattan Plaza                 (212) 552-7879
 New York, NY 10081

 Citibank, N.A.                            Ms. Elizabeth Palermo            $   46,666,666.67
 399 Park Avenue                           (212) 826-2375
 New York, NY 10043

 Comerica Bank                             Ms. Tammy Gurne                  $   26,666,666.67
 500 Woodward Avenue                       (313) 222-7806
 Detroit, MI 48226-3280

 Commerzbank AG                            Mr. Thomas Ausfahl               $   26,666,666.67
 2 World Financial Center                  (212) 266-7235
 New York, NY 10281

 Compagnie Financiere de CIC et de         Ms. Martha Skidmore              $   16,666,666.67
 l'Union Europeenne                        (212) 715-4535
 520 Madison Avenue
 37th Floor
 New York, NY 10022
</TABLE>
<PAGE>   58
                                                                               3


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 Credit Lyonnais                           Mr. Michael Moretti              $   46,666,666.67
 1301 Avenue of the Americas               (212) 459-3179
 18th Floor
 New York, NY 10019

 Credit Suisse                             Ms. Carole Lustig                $   46,666,666.67
 Tower 49                                  (212) 238-5439
 12 East 49th Street
 New York, NY 10017

 Credito Italiano                          Mr. Harmon Butler                $   16,666,666.67
 375 Park Avenue                           (212) 546-9675
 New York, NY 10152

 The Dai-Ichi Kangyo Bank, Ltd.            Mr. Timothy White                $   36,666,666.67
 One World Trade Center                    (212) 524-0579
 Suite 4911
 New York, NY 10048

 Den Danske Bank                           Mr. Mogens Sondergaard           $   16,666,666.67
 280 Park Avenue                           (212) 370-9239
 New York, NY 10017

 Deutsche Bank AG                          Mr. Rolf-Peter Mikolayczyk       $   46,666,666.67
 New York Branch                           (212) 474-8212
 31 West 52nd Street
 New York, NY 10019

 DG Bank Deutsche                          Mr. Mark Connelly                $   26,666,666.67
 Genossenschaftsbank                       (212) 745-1556
 609 Fifth Avenue
 8th Floor
 New York, NY 10017

 Dresdner Bank AG                          Mr. Michael Leffler              $   46,666,666.67
 New York Branch                           (212) 574-0130
 75 Wall Street
 New York, NY 10005-2889

 First Interstate Bank of California       Mr. Roy Roberts                  $   26,666,666.67
 885 Third Avenue                          (212) 593-5241
 New York, NY 10022

 The First National Bank of Boston         Ms. Cindy Chen                   $   26,666,666.67
 100 Federal Street                        (617) 434-0601
 01-06-12
 Boston, MA 02106
</TABLE>
<PAGE>   59
                                                                               4


<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              $   46,666,666.67
 153 West 51st Street                      (212) 373-1388
 New York, NY 10019

 First Union National Bank of North        Mr. Dave Johnson                 $   16,666,666.67
 Carolina                                  (704) 374-2802
 One First Union Center
 Charlotte, NC 28288

 The Fuji Bank, Limited                    Mr. Roy Tanfield                 $   46,666,666.67
 Two World Trade Center 79th Floor         (212) 912-0516
 New York, NY 10048

 The Industrial Bank of Japan, Ltd.,       Mr. John Veltri                  $   36,666,666.67
 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                $   16,666,666.67
 Torino S.p.A.                             (212) 599-5303
 245 Park Avenue
 New York, NY 10167

 Kredietbank N.V.                          Ms. Jennifer Pariente            $   16,666,666.67
 125 West 55th Street                      (212) 956-5580
 New York, NY 10019

 Lloyds Bank Plc                           Mr. Theodore Walser              $   36,666,666.67
 199 Water Street                          (212) 607-4999
 9th Floor
 New York, NY 10038

 LTCB Trust Company                        Mr. Yoshi Nakagawa               $   16,666,666.67
 165 Broadway                              (212) 608-2371
 New York, NY 10006

 The Mitsubishi Bank                       Mr. J. Bruce Meredith            $   36,666,666.67
 New York Branch                           (212) 667-3562
 225 Liberty Street
 New York, NY 10281-1059

 The Mitsubishi Trust and Banking          Mr. Randolph Medrano             $   26,666,666.67
 Corporation                               (212) 593-4691
 520 Madison Avenue
 New York, NY 10022
</TABLE>
<PAGE>   60
                                                                               5


<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         $   46,666,666.67
 New York                                  (212) 648-5018
 60 Wall Street
 New York, NY 10260-0060

 National Westminster Bank Plc             Mr. Jordan Fragiacorno           $   36,666,666.67
 175 Water Street                          (212) 602-4256
 New York, NY 10038-4924

 Nationsbank, N.A.                         Mr. James Gilland                $   46,666,666.67
 767 Fifth Avenue                          (212) 593-1083
 23rd Floor
 New York, NY 10153

 Nippon Credit Bank                        Mr. Jeff Pasquale                $   16,666,666.67
 245 Park Avenue                           (212) 490-3895
 New York, NY 10167

 The Northern Trust Company                Mr. Daryl M. Robicsek            $   16,666,666.67
 50 South LaSalle Street                   (312) 444-3508
 Chicago, IL 60675

 PNC Bank, National Association            Mr. Tom Partridge                $   16,666,666.67
 5th and Wood Streets                      (212) 557-5461
 Pittsburgh, PA 15265

 Royal Bank of Canada                      Mr. John Crawford                $   46,666,666.67
 One Financial Square                      (212) 428-6459
 New York, NY 10005-3531

 The Sakura Bank, Limited,                 Mr. Pierre Vautravers            $   26,666,666.67
 New York Branch                           (212) 888-7651
 277 Park Avenue
 New York, NY 10172

 The Sanwa Bank, Ltd.                      Mr. Stephen C. Small             $   46,666,666.67
 New York Branch                           (212) 754-1304
 55 East 52nd Street
 New York, NY 10055

 Shawmut Bank, N.A.                        Mr. Frazier Caner                $   16,666,666.67
 One Landmark Square                       (203) 358-6111
 P.O. Box 1454
 Stamford, CT 06904

 Societe Generale                          Ms. Sedare Coradin               $   46,666,666.67
 1221 Avenue of the Americas               (212) 278-7430
 New York, NY 10020
</TABLE>
<PAGE>   61
                                                                               6


<TABLE>
<CAPTION>
                                           Contact Person
                                           --------------
 Name and Address of Lender                and Telecopy Number              Commitment
 --------------------------                -------------------              ----------
 <S>                                       <C>                              <C>
 The Sumitomo Bank, Limited                Mr. Edward McColly               $   46,666,666.67
 New York Branch                           (212) 224-5188
 277 Park Avenue
 New York, NY 10172

 SunTrust Bank, Atlanta                    Ms. May Smith                    $   26,666,666.67
 711 Fifth Avenue                          (212) 371-9386
 5th Floor
 New York, NY 10022

 Swiss Bank Corporation                    Ms. Susan Isquith                $   36,666,666.67
 New York Branch                           (212) 574-3228
 222 Broadway
 New York, NY 10038

 The Tokai Bank, Limited                   Mr. Stuart Schulman              $   26,666,666.67
 55 East 52nd Street                       (212) 754-2170
 12th Floor
 New York, NY 10022

 The Toronto-Dominion Bank                 Mr. Reginald Waylen              $   36,666,666.67
 31 West 52nd Street                       (212) 262-1926
 New York, NY 10019

 Union Bank of Switzerland                 Mr. Daniel H. Perron             $   46,666,666.67
 299 Park Avenue                           (212) 821-3383
 New York, NY 10171

 Westdeutsche Landesbank                   Mr. Ralph White                  $   26,666,666.67
 Girozentrale                              (212) 852-8307
 1211 Avenue of the Americas
 New York, NY 10036

 The Yasuda Trust and Banking Co.,         Mr. Rohn Laudenschlager          $   26,666,666.67
 Ltd.                                      (212) 373-5796
 New York Branch
 666 Fifth Avenue
 Suite 801
 New York, NY 10103

                                                                            _________________

                                           TOTAL COMMITMENT                 $2,000,000,000.00
</TABLE>
<PAGE>   62
                                                                   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>   63
                                                                   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.