<PAGE>   1
                                                                 CONFORMED  COPY


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                         364-DAY COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT





                          Dated as of November 4, 1996





                                      among





                                 ITT CORPORATION

                            THE LENDERS NAMED HEREIN

                                       and

                THE CHASE MANHATTAN BANK, as Administrative Agent







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                                TABLE OF CONTENTS



I.   DEFINITIONS

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

II.  THE CREDITS

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

III. REPRESENTATIONS AND WARRANTIES

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


IV.    CONDITIONS OF LENDING

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

V.     COVENANTS

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

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

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

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

IX.    MISCELLANEOUS

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

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                                                                               3


      9.16.  Execution.................................................     45




                             EXHIBITS AND SCHEDULES


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

Schedule 2.01  Commitments
Schedule 5.10  Existing Liens

<PAGE>   5
                              364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT
                      FACILITY AGREEMENT (as it may be amended, supplemented or
                      otherwise modified, the "Agreement") dated as of November
                      4, 1996, among ITT CORPORATION, a Nevada corporation (the
                      "Company"), each Borrowing Subsidiary party hereto, the
                      lenders listed in Schedule 2.01 (together with their
                      permitted assigns, the "Lenders") and THE CHASE MANHATTAN
                      BANK, a New York banking corporation, as administrative
                      agent for the Lenders (in such capacity, the
                      "Administrative Agent").


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

               Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

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

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

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

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

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

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

               "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its principal office
in New York City; each change in the

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                                                                               2


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

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

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

Category 2
----------
A+ or A by D&P;              .150%                .050%
A+ or A by Fitch;
A1 or A2 by Moody's;
A+ or A by S&P

Category 3
----------
A- by D&P;                   .170%                .055%
A- by Fitch;
A3 by Moody's;
A- by S&P
<PAGE>   7
                                                                               3


Category 4
----------
BBB+ by D&P;                            .185%                        .065%
BBB+ by Fitch;
Baa1 by Moody's;
BBB+ by S&P

Category 5
----------
BBB by D&P;                             .270%                        .080%
BBB by Fitch;
Baa2 by Moody's;
BBB by S&P

Category 6
----------
BBB- or lower or unrated by D&P;        .275%                        .125%
BBB- or lower or unrated by Fitch;
Baa3 or lower or unrated by Moody's;
BBB- or lower or unrated by S&P

For purposes of the foregoing, if all the Ratings shall fall within two adjacent
Categories, then (i) if no Rating is below Category 5, the Applicable Percentage
will be determined by reference to the higher of such Categories and (ii)
otherwise, the Applicable Percentage will be determined by reference to Category
6. If the Ratings shall fall in more than two Categories or in two Categories
that are not adjacent, then one Rating from each of the highest Category and the
lowest Category in which Ratings shall fall shall be excluded and (x) if the
lower of the remaining Ratings is in Category 5 or above, the Applicable
Percentage will be determined by reference to the higher of the remaining
Ratings, and (y) otherwise, the Applicable Percentage will be determined by
reference to Category 6. Each such change in the Applicable Percentage shall
apply to all outstanding Eurodollar Loans and to Facility Fees accruing during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of any Rating Agency shall change, the parties hereto shall
negotiate in good faith to amend the references to specific ratings in this
definition to reflect such changed rating system.

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

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

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

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


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                                                                               4


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

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

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

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

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

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

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

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


<PAGE>   9
                                                                               5


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

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

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

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

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

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

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

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

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

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

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

               (ii) all depreciation, valuation and other reserves;

               (iii) current liabilities;

<PAGE>   10
                                                                               6


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

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

               (vi) the total indebtedness of the Company and its Restricted
        Subsidiaries incurred in any manner to finance or recover the cost to
        the Company or any Restricted Subsidiary of any physical property, real
        or personal, which prior to or simultaneously with the creation of such
        indebtedness shall have been leased by the Company or a Restricted
        Subsidiary to the United States of America or a department or agency
        thereof at an aggregate rental, payable during that portion of the
        initial term of such lease (without giving effect to any options of
        renewal or extension) which shall be unexpired at the date of the
        creation of such indebtedness, sufficient (taken together with any
        amounts required to be paid by the lessee to the lessor upon any
        termination of such lease) to pay in full at the stated maturity date or
        dates thereof the principal of and the interest on such indebtedness;

               (vii) deferred income and deferred liabilities; and

               (viii) other items deductible under GAAP.

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

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

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

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

               "Effective Date" shall mean the first date on or after November
4, 1996, on which the conditions set forth in Section 4.02 are satisfied.

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

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

               "ERISA Event" shall mean (a) any "reportable event", as defined
in Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan; (b) the adoption of any amendment to a Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (c) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in
<PAGE>   11
                                                                               7


Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence of any liability under Title IV of ERISA with respect
to the termination of any Plan or the withdrawal or partial withdrawal of the
Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f)
the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (g) the receipt by the
Company or any ERISA Affiliate of any notice that Withdrawal Liability is being
imposed or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)
the occurrence of a "prohibited transaction" with respect to which the Company
or any of its Subsidiaries is a "disqualified person" (within the meaning of
Section 4975) of the Code, or with respect to which the Company or any such
Subsidiary could otherwise be liable.

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

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

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

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

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

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

               "Existing Credit Facilities" shall mean the 364-Day Competitive
Advance and Revolving Credit Facility Agreement dated as of November 10, 1995
and the Five-Year Competitive Advance and Revolving Credit Facility Agreement
dated as of November 10, 1995, among the Company, certain lenders and The Chase
Manhattan Bank, as administrative agent and as Issuing Bank, as applicable.

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

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

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

               "Fees" shall mean the Facility Fee and the Administrative Fees.
<PAGE>   12
                                                                               8


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

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

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

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

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

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

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

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

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

               "Interest Period" shall mean (a) as to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be, and ending on the earliest of (i) the next succeeding March
31, June 30, September 30 or December 31, (ii) the Maturity Date, and (iii) the
date such Borrowing is converted to a Borrowing of a different Type in
accordance with Section 2.05 or repaid or prepaid in accordance with Section 
2.07 or Section 2.12 and (c) as to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the date specified in the
Competitive Bids in which the offers to make the
<PAGE>   13
                                                                               9


Fixed Rate Loans comprising such Borrowing were extended, which shall not be
earlier than seven days after the date of such Borrowing or later than 360 days
after the date of such Borrowing; provided, however, that if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of Eurodollar
Loans only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding
Business Day. Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.

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

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

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

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

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

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

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


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

               "Maturity Date" shall mean November 3, 1997.

               "Moody's" shall mean Moody's Investors Service, Inc. or any of
its successors.
<PAGE>   14
                                                                              10


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

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

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

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

               "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 
412 of the Code or Section 307 of ERISA, and in respect of which any Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section 
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

               "Principal Property" shall mean any single facility or other
property owned by the Company or any Restricted Subsidiary having a gross book
value in excess of 2% of Consolidated Net Tangible Assets, except any such
property or portion thereof which the board of directors of the Company by
resolution declares is not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries as an entirety.

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

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

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

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

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

               "Required Lenders" shall mean, at any time, Lenders having
Commitments representing at least 66-2/3% of the Total Commitment or, for
purposes of acceleration pursuant to clause (ii) of Article VI, Lenders holding
Loans representing at least 66-2/3% of the aggregate principal amount of the
Loans outstanding.
<PAGE>   15
                                                                              11


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

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

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

               "SEC" shall mean the Securities and Exchange Commission.

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

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

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

               "Statutory Reserves" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board and any other banking authority to which
the Administrative Agent is subject for new negotiable nonpersonal time deposits
in dollars of over $100,000 with maturities approximately equal to three months.
Statutory Reserves shall be adjusted automatically on and as of the effective
date of any change in any reserve percentage.

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

               "Subsidiary" shall mean a subsidiary of the Company.

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

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

               "Type", when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall
include the LIBO Rate, the Alternate Base Rate and the Fixed Rate.
<PAGE>   16
                                                                              12


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

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


               SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
All references herein to Articles, Sections , Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided,
however, that for purposes of determining compliance with any covenant set forth
in Article V, such terms shall be construed in accordance with GAAP as in effect
on the date hereof applied on a basis consistent with the application used in
preparing the Company's audited financial statements referred to in Section 
3.05.


                                   ARTICLE II

                                   THE CREDITS

               SECTION 2.01. Commitments. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each
Lender agrees, severally and not jointly, to make Standby Loans to the
Borrowers, at any time and from time to time on and after the date hereof and
until
<PAGE>   17
                                                                              13


the earlier of the Maturity Date and the termination of the Commitment of such
Lender, in an aggregate principal amount at any time outstanding not to exceed
such Lender's Commitment minus the amount by which the Competitive Loans
outstanding at such time shall be deemed to have used such Commitment pursuant
to Section 2.16, subject, however, to the conditions that (i) at no time shall
(A) the sum of (x) the outstanding aggregate principal amount of all Standby
Loans made by all Lenders plus (y) the outstanding aggregate principal amount of
all Competitive Loans made by all Lenders exceed (B) the Total Commitment and
(ii) at all times, the outstanding aggregate principal amount of all Standby
Loans made by each Lender shall equal the product of (A) the percentage which
its Commitment represents of the Total Commitment times (B) the outstanding
aggregate principal amount of all Standby Loans.

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

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

               (b) Each Competitive Borrowing shall be comprised entirely of
Eurodollar Competitive Loans or Fixed Rate Loans, and each Standby Borrowing
shall be comprised entirely of Eurodollar Standby Loans or ABR Loans, as the
Borrower may request pursuant to Section 2.03 or 2.04, as applicable. Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch, agency or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement. Borrowings of
more than one Type may be outstanding at the same time. For purposes of the
foregoing, Loans having different Interest Periods, regardless of whether they
commence on the same date, shall be considered separate Loans.

               (c) Subject to Section 2.05, each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Administrative Agent in New York, New York,
not later than 12:00 noon, New York City time, and the Administrative Agent
shall by 3:00 p.m., New York City time, credit the amounts so received to the
account or accounts specified from time to time in one or more notices delivered
by the Company to the Administrative Agent or, if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not have been
met, return the amounts so received to the respective Lenders. Competitive Loans
shall be made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so accepted. Standby Loans
shall be made by the Lenders pro rata in accordance with Section 2.16. Unless
the Administrative Agent shall have received notice from a
<PAGE>   18
                                                                              14


Lender prior to the date (or, in the case of ABR Borrowings, on the date) of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender's portion of such Borrowing, the Administrative Agent may assume
that such Lender has made such portion available to the Administrative Agent on
the date of such Borrowing in accordance with this paragraph (c) and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have made such portion available to the Administrative Agent,
such Lender and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Administrative Agent at (i)
in the case of the Borrower, the interest rate applicable at the time to the
Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal
Funds Effective Rate. If such Lender shall repay to the Administrative Agent
such corresponding amount, such amount shall constitute such Lender's Loan as
part of such Borrowing for purposes of this Agreement.

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

               (b) Each Lender invited to bid may, in its sole discretion, make
one or more Competitive Bids to the Applicable Borrower responsive to such
Borrower's Competitive Bid Request. Each Competitive Bid by a Lender must be
received by the Administrative Agent by telecopy, in the form of Exhibit A-3
hereto, (i) in the case of a Eurodollar Competitive Loan, not later than 9:30
a.m., New York City time, three Business Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30
a.m., New York City time, on the day of a proposed Competitive Borrowing. A
Lender may submit multiple bids to the Administrative Agent. Competitive Bids
that do not conform substantially to the format of Exhibit A-3 may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
Lender making such nonconforming bid of such rejection as soon as practicable.
Each Competitive Bid shall refer to this Agreement and specify (x) the principal
amount (which shall be in a minimum principal amount of $5,000,000 and in an
integral multiple of $1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested) of the Competitive Loan or Loans that
the Lender is willing to make, (y) the Competitive Bid Rate or Rates at which
the Lender is prepared to make the Competitive Loan or Loans and (z) the
Interest Period and the
<PAGE>   19
                                                                              15


last day thereof. If any Lender invited to bid shall elect not to make a
Competitive Bid, such Lender shall so notify the Administrative Agent by
telecopy (I) in the case of Eurodollar Competitive Loans, not later than 9:30
a.m., New York City time, three Business Days before a proposed Competitive
Borrowing, and (II) in the case of Fixed Rate Loans, not later than 9:30 a.m.,
New York City time, on the day of a proposed Competitive Borrowing; provided,
however, that failure by any Lender to give such notice shall not cause such
Lender to be obligated to make any Competitive Loan as part of such Competitive
Borrowing. A Competitive Bid submitted by a Lender pursuant to this paragraph
(b) shall be irrevocable.

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

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

               (e) The Administrative Agent shall promptly notify each bidding
Lender whether or not its Competitive Bid has been accepted (and if so, in what
amount and at what Competitive Bid Rate) by telecopy, and each successful bidder
will thereupon become bound, subject to the other applicable conditions hereof,
to make the Competitive Loan in respect of which its bid has been accepted.
<PAGE>   20
                                                                              16


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

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

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

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

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

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

               (b) accrued interest on a Standby Borrowing (or portion thereof)
        being converted shall be paid by the Borrower at the time of conversion;
<PAGE>   21
                                                                              17


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

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

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

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

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

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

               SECTION 2.06. Fees. (a) The Company agrees to pay to each Lender,
through the Administrative Agent, on each March 31, June 30, September 30 and
December 31 (with the first payment being due on December 31, 1996) and on each
date on which the Commitment of such Lender shall be terminated as provided
herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the
Applicable Percentage from time to time in effect on the amount of the
Commitment of such Lender, whether used or unused, during the preceding quarter
(or other period commencing on the Effective Date, or ending with the Maturity
Date or any date on which the Commitment of such Lender shall be terminated).
All Facility Fees shall be computed on the basis of the actual number of days
elapsed in a year of 365 or 366 days, as the case may be. The Facility Fee due
to each Lender shall commence to accrue on the Effective Date, and shall cease
to accrue on the earlier of the Maturity Date and the termination of the
Commitment of such Lender as provided herein.

               (b) The Company agrees to pay the Administrative Agent, for its
own account, the administrative and other fees separately agreed to by the
Company and the Administrative Agent (the "Administrative Fees").
<PAGE>   22
                                                                              18


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

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

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

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

               (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.07 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrowers to repay the Loans in
accordance with their terms.

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

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

               (c) Subject to the provisions of Section 2.09, each Fixed Rate
Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the fixed rate
of interest offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.
<PAGE>   23
                                                                              19


               (d) Interest on each Loan shall be payable on each Interest
Payment Date applicable to such Loan except as otherwise provided in this
Agreement. The applicable LIBO Rate or Alternate Base Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.

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

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

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

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

               (c) Each reduction in the Total Commitment hereunder shall be
made ratably among the Lenders in accordance with their respective Commitments.
The Borrowers shall pay to the Administrative Agent for the account of the
Lenders, on the date of each termination of the Total Commitment, the Facility
Fees on the amount of the Commitments so terminated accrued through the date of
such termination or reduction.
<PAGE>   24
                                                                              20


               SECTION 2.12. Prepayment. (a) Each Borrower shall have the right
at any time and from time to time to prepay any Standby Borrowing, in whole or
in part, upon giving telecopy notice (or telephone notice promptly confirmed by
telecopy) to the Administrative Agent: (i) before 10:00 a.m., New York City
time, three Business Days prior to prepayment, in the case of Eurodollar Loans,
and (ii) before 10:00 a.m., New York City time, one Business Day prior to
prepayment, in the case of ABR Loans; provided, however, that each partial
prepayment shall be in an amount which is an integral multiple of $10,000,000
and not less than $50,000,000. No prepayment may be made in respect of any
Competitive Borrowing.

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

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

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

               (b) If any Lender shall have determined that the adoption of any
law, rule, regulation or guideline arising out of the July 1988 report of the
Basle Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards", or the
adoption after the date hereof of any other law, rule, regulation or guideline
regarding capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender or any Lender's holding company with any request or directive
regarding capital adequacy
<PAGE>   25
                                                                              21


(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement, such Lender's Commitment or the Loans
made by such Lender pursuant hereto to a level below that which such Lender or
such Lender's holding company could have achieved but for such adoption, change
or compliance (taking into consideration such Lender's policies and the policies
of such Lender's holding company with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time such additional
amount or amounts as will compensate such Lender for such reduction will be paid
by the Borrowers to such Lender. It is acknowledged that this Agreement is being
entered into by the Lenders on the understanding that the Lenders will not be
required to maintain capital against their Commitments under currently
applicable laws, regulations and regulatory guidelines. In the event the Lenders
shall be advised by any Governmental Authority or shall otherwise determine on
the basis of pronouncements of any Governmental Authority that such
understanding is incorrect, it is agreed that the Lenders will be entitled to
make claims under this paragraph (b) based upon market requirements prevailing
on the date hereof for commitments under comparable credit facilities against
which capital is required to be maintained.

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

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

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

             (i) declare that Eurodollar Loans will not thereafter be made by
        such Lender hereunder, whereupon such Lender shall not submit a
        Competitive Bid in response to a request for a Eurodollar Competitive
        Loan and any request for a Eurodollar Standby Loan shall, as to such
        Lender only, be deemed a request for an ABR Loan, unless such
        declaration shall be subsequently withdrawn; and
<PAGE>   26
                                                                              22


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

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

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

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

               SECTION 2.16. Pro Rata Treatment. Except as required under
Sections 2.14 and 2.20, each payment or prepayment of principal of any Standby
Borrowing, each payment of interest on the Standby Loans, each payment of the
Facility Fees, each reduction of the Commitments and each refinancing or
conversion of any Borrowing with a Standby Borrowing of any Type, shall be
allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Standby
Loans). Each payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective principal amounts of their outstanding
Competitive Loans comprising such Borrowing. Each payment of interest on
<PAGE>   27
                                                                              23


any Competitive Borrowing shall be allocated pro rata among the Lenders
participating in such Borrowing in accordance with the respective amounts of
accrued and unpaid interest on their outstanding Competitive Loans comprising
such Borrowing. For purposes of determining the available Commitments of the
Lenders at any time, each outstanding Competitive Borrowing shall be deemed to
have utilized the Commitments of the Lenders (including those Lenders which
shall not have made Loans as part of such Competitive Borrowing) pro rata in
accordance with such respective Commitments. Each Lender agrees that in
computing such Lender's portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lender's percentage of
such Borrowing to the next higher or lower whole dollar amount.

               SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it
shall, through the exercise of a right of banker's lien, setoff or counterclaim,
or pursuant to a secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or in lieu of, such
secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Standby Loan or Loans as a
result of which the unpaid principal portion of its Standby Loans shall be
proportionately less than the unpaid principal portion of the Standby Loans of
any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Standby Loans of such other Lender,
so that the aggregate unpaid principal amount of the Standby Loans and
participations in the Standby Loans held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Standby Loans then
outstanding as the principal amount of its Standby Loans prior to such exercise
of banker's lien, setoff or counterclaim or other event was to the principal
amount of all Standby Loans outstanding prior to such exercise of banker's lien,
setoff or counterclaim or other event; provided, however, that, if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.17
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or adjustments shall be rescinded to the extent of such recovery
and the purchase price or prices or adjustment restored without interest. Any
Lender holding a participation in a Standby Loan deemed to have been so
purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing to such Lender by reason
thereof as fully as if such Lender had made a Standby Loan in the amount of such
participation.

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

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

               SECTION 2.19. Taxes. (a) Any and all payments to the Lenders
hereunder shall be made, in accordance with Section 2.18, free and clear of and
without deduction for any and all current or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
<PAGE>   28
                                                                              24


excluding (i) income taxes imposed on the income of the Administrative Agent or
any Lender (or any transferee or assignee thereof, including a participation
holder (any such entity a "Transferee")) and (ii) franchise taxes imposed on the
income, assets or net worth of the Administrative Agent or any Lender (or
Transferee), in each case by the jurisdiction under the laws of which the
Administrative Agent or such Lender (or Transferee) is organized or doing
business (other than as a result of entering into this Agreement, performing any
obligations hereunder, receiving any payments hereunder or enforcing any rights
hereunder), or any political subdivision thereof (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities, collectively
or individually, "Taxes"). If any Borrower shall be required to deduct any Taxes
from or in respect of any sum payable hereunder to any Lender (or any
Transferee) or the Administrative Agent, (i) the sum payable shall be increased
by the amount (an "additional amount") necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.19) such Lender (or Transferee) other Administrative Agent
(as the case may be) shall receive an amount equal to the sum it would have
received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

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

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

               (d) If a Lender (or Transferee) or the Administrative Agent shall
become aware that it is entitled to claim a refund from a Governmental Authority
in respect of Taxes or Other Taxes as to which it has been indemnified by the
Borrowers, or with respect to which the Borrowers have paid additional amounts,
pursuant to this Section 2.19, it shall promptly notify the Borrowers of the
availability of such refund claim and shall, within 30 days after receipt of a
request by the Borrowers, make a claim to such Governmental Authority for such
refund at the Borrowers' expense. If a Lender (or Transferee) or the
Administrative Agent receives a refund (including pursuant to a claim for refund
made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes
as to which it has been indemnified by the Borrowers or with respect to which
the Borrowers have paid additional amounts pursuant to this Section 2.19, it
shall within 30 days from the date of such receipt pay over such refund to the
Borrowers (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrowers under
<PAGE>   29
                                                                              25


this Section 2.19 with respect to the Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of such Lender (or Transferee) or the
Administrative Agent and without interest (other than interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that the Borrowers, upon the request of such Lender (or Transferee) or the
Administrative Agent, agree to repay the amount paid over to the Borrowers (plus
penalties, interest or other charges) to such Lender (or Transferee) or the
Administrative Agent in the event such Lender (or Transferee) or the
Administrative Agent is required to repay such refund to such Governmental
Authority.

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

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

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

               (h) The Company shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of
United States Federal withholding tax pursuant to paragraph (a) or (c) above to
the extent that (i) the obligation to withhold amounts with respect to United
States Federal withholding tax existed on the date such Non-U.S. Lender became a
party to this Agreement (or, in the case of a Transferee that is a participation
holder, on the date such participation holder became a Transferee hereunder) or,
with respect to payments to a New Lending Office, the date such Non-U.S. Lender
designated such New Lending Office with respect to a Loan; provided, however,
that this clause (i) shall not apply to any Transferee or New Lending Office
that becomes a Transferee or New Lending Office
<PAGE>   30
                                                                              26


as a result of an assignment, participation, transfer or designation made at the
request of the Company; and provided further, however, that this clause (i)
shall not apply to the extent the indemnity payment or additional amounts any
Transferee, or Lender (or Transferee) through a New Lending Office, would be
entitled to receive (without regard to this clause (i)) do not exceed the
indemnity payment or additional amounts that the person making the assignment,
participation or transfer to such Transferee, or Lender (or Transferee) making
the designation of such New Lending Office, would have been entitled to receive
in the absence of such assignment, participation, transfer or designation or
(ii) the obligation to pay such additional amounts would not have arisen but for
a failure by such Non-U.S. Lender to comply with the provisions of paragraph (g)
above.

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

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

               SECTION 2.20. Duty to Mitigate; Assignment of Commitments Under
Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional
amounts payable pursuant to Section 2.13 or Section 2.19 or exercising its
rights under Section 2.14 shall use reasonable efforts (consistent with legal
and regulatory restrictions) to file any certificate or document requested by
the Company or to change the jurisdiction of its applicable lending office if
the making of such a filing or change would avoid the need for or reduce the
amount of any such additional amounts which may thereafter accrue or avoid the
circumstances giving rise to such exercise and would not, in the sole
determination of such Lender (or Transferee), be otherwise disadvantageous to
such Lender (or Transferee).

               (b) In the event that any Lender shall have delivered a notice or
certificate pursuant to Section 2.13 or 2.14, or the Company shall be required
to make additional payments to any Lender under Section 2.19, the Company shall
have the right, at its own expense, upon notice to such Lender and the
Administrative Agent, to require such Lender to transfer and assign without
recourse, representation or warranty (in accordance with and subject to the
restrictions contained in Section 9.04) all interests, rights and obligations
contained hereunder to another financial institution approved by the
Administrative Agent (which approval shall not be unreasonably withheld) which
shall assume such obligations; provided that (i) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Authority
and (ii) the assignee or the Company, as the case may be, shall pay to the
affected Lender in immediately available funds on the date of such assignment
the principal of and interest accrued to the date of payment on the Loans made
by it hereunder and all other amounts accrued for its account or owed to it
hereunder.
<PAGE>   31
                                                                              27




                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

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

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

               SECTION 3.02. Authorization. The execution, delivery and
performance by the Borrowers of this Agreement, the promissory notes, if any,
issued pursuant to Section 9.04(i) (and by the Borrowing Subsidiaries of each
Borrowing Subsidiary Agreement) and the Borrowings hereunder (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.

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

               SECTION 3.05. Financial Statements. (a) The Company has
heretofore furnished to the Administrative Agent and the Lenders copies of its
combined balance sheet and statements of income and cash flow as of and for the
year ended December 31, 1995, and the six months ended June 30, 1996. 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) 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.
<PAGE>   32
                                                                              28


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

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

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

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

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

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

               SECTION 3.10. Full Disclosure; No Material Misstatements. None of
the representations or warranties made by any Borrower in connection with this
Agreement as of the date such representations and warranties are made or deemed
made, and no report, financial statement or other information furnished by or on
behalf of any Borrower to the Administrative Agent or any Lender pursuant to or
in connection with this Agreement or the credit facilities established hereby
contains or will contain any material misstatement of fact or omits or will omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were or will be made, not
misleading.
<PAGE>   33
                                                                              29


               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, 1995, exceed by more than $77,000,000 the
value of the assets of all such plans. Of such $77,000,000, $28,000,000 is
attributable to employee pension plans in countries where the funding of such
obligations is not required or customary and $49,000,000 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.


                                   ARTICLE IV

                              CONDITIONS OF LENDING

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

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

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

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

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

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

               SECTION 4.02.  Effective Date.  On the Effective Date:

               (a) The Administrative Agent shall have received a favorable
written opinion of Margaret M. Foran, Esq., dated the Effective Date and
addressed to the Lenders and satisfactory to the Lenders, Administrative Agent
and Cravath, Swaine & Moore, counsel for the Administrative Agent, to the effect
set forth in Exhibit D hereto.
<PAGE>   34
                                                                              30


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

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

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

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

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

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

               (b) Each Lender shall have received a copy of the Borrowing
        Subsidiary Agreement executed by such Borrowing Subsidiary.
<PAGE>   35
                                                                              31


                                    ARTICLE V

                                    COVENANTS

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

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

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

               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
<PAGE>   36
                                                                              32


        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 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.
<PAGE>   37
                                                                              33


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

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

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

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

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

               (a) any mortgage, pledge or other lien on any Principal Property
        hereafter acquired, constructed or improved by the Company or any
        Restricted Subsidiary which is created or 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
<PAGE>   38
                                                                              34


        any other Principal Property, other than improvements to the property
        subject to such mortgage, pledge or other lien;

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

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

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

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

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

               (i) any mortgage, pledge or other lien securing any indebtedness
        incurred in any manner to finance or recover the cost to the Company or
        any Restricted Subsidiary of any physical property, real or personal,
        which prior to or simultaneously with the creation of such indebtedness
        shall have been leased by the Company or a Restricted Subsidiary to the
        United 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
<PAGE>   39
                                                                              35


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

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

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

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

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

               SECTION 5.11. Limitations on Sale and Leaseback Transactions. In
the case of the Company or any Restricted Subsidiary, enter into any arrangement
with any person providing for the leasing by the Company or any Restricted
Subsidiary of any Principal Property (except for temporary leases for a term of
not more than three years and except for leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries), which property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person more than 120 days after the acquisition thereof or
the completion of construction and commencement of full operation thereof,
unless either (a) the Company shall apply an amount equal to the greater of the
Fair Value of such property or the net proceeds of such sale, within 120 days of
the effective date of any such 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
<PAGE>   40
                                                                              36


Property could have been subjected to a mortgage, pledge or other lien securing
indebtedness of the Company or a Restricted Subsidiary in a principal amount
equal to the Capitalized Lease-Back Obligations with respect to such Principal
Property under paragraph (m) of Section 5.10.

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

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

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

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

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

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

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

               (f) the Company or any Subsidiary shall (i) fail to pay any
        principal or interest, regardless of amount, due in respect of any
        Indebtedness in a principal amount in excess of $20,000,000, beyond the
        period of grace, if any, provided in the agreement or instrument under
        which such Indebtedness was created, or (ii) fail to observe or perform
        any other term, covenant, condition or agreement contained in any
        agreement or instrument evidencing or governing any such Indebtedness,
        or any other event shall occur or condition shall exist, beyond the
        period of grace, if any, provided in such agreement or instrument, if
        the effect of any failure referred to in this clause (ii) is to cause,
        or to permit the holder or holders of such Indebtedness or a trustee on
        its or
<PAGE>   41
                                                                              37


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

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

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

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

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

               (k) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Company
or any Subsidiary with assets having a gross book value in excess of $25,000,000
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Company, take either or both of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments and (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all
<PAGE>   42
                                                                              38


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

                                   ARTICLE VII

                                    GUARANTEE

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

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

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

               The obligations of the Company hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Company hereunder shall not be discharged or
impaired or otherwise affected by the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce any remedy under this
Agreement, any guarantee or any other agreement, by any waiver or modification
of any provision thereof, by any default, failure or delay, wilful or otherwise,
in the performance of the Guaranteed Obligations, or by any other act
<PAGE>   43
                                                                              39


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, The Chase Manhattan Bank is hereby appointed to act as Administrative
Agent on behalf of the Lenders. Each of the Lenders hereby irrevocably
authorizes the Administrative Agent to take such actions on behalf of such
Lender and to exercise such powers as are specifically delegated to the
Administrative Agent by the terms and provisions hereof, together with such
actions and powers as are reasonably incidental thereto. The Administrative
Agent is hereby expressly authorized by the Lenders, without hereby limiting any
implied
<PAGE>   44
                                                                              40


authority, (a) to receive on behalf of the Lenders all payments of principal of
and interest on the Loans and all other amounts due to the Lenders hereunder,
and promptly to distribute to each Lender its proper share of each payment so
received; (b) to give notice on behalf of each of the Lenders to the Borrowers
of any Event of Default of which the Administrative Agent has actual knowledge
acquired in connection with its agency hereunder; and (c) to distribute to each
Lender copies of all notices, financial statements and other materials delivered
by the Borrowers pursuant to this Agreement as received by the Administrative
Agent.

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

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

               Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Company. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative
Agent acceptable to the Company. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, having a combined capital and surplus of at least $500,000,000 or an
Affiliate of any such bank. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent and the retiring Administrative Agent shall be
discharged from its duties and
<PAGE>   45
                                                                              41


obligations hereunder. After the Administrative Agent's resignation hereunder,
the provisions of this Article and Section 9.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.

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

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

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


                                   ARTICLE IX

                                  MISCELLANEOUS

               SECTION 9.01. Notices. Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed or sent by telecopy, as follows:
<PAGE>   46
                                                                              42



               (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 The Chase Manhattan 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 The Chase Manhattan Bank at 270 Park
        Avenue, New York, New York 10017, Re: ITT Corporation; and

               (c) if to a Lender, to it at its address (or telecopy number) set
        forth in Schedule 2.01 or in the Assignment and Acceptance pursuant to
        which such Lender became a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy to such party as provided in this Section or in accordance with the
latest unrevoked direction from such party given in accordance with this
Section.

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

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

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

               (b) Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it);
provided, however, that (i) except in the case of an assignment to a Lender or
an Affiliate of a Lender, the Company must give its prior written consent to
such assignment (which consent, if required, shall not be unreasonably withheld
in the event an Event of Default has occurred and is continuing), (ii) (x) each
such assignment shall be made simultaneously with an assignment under the
<PAGE>   47
                                                                              43


Facility B Credit Agreement, in each case on a pro rata basis, and (y) the
parties to each such assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, and an aggregate processing and recordation
fee of $3,000, (iii) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire, and (iv) the amount of
the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 and the amount of the Commitment of such Lender remaining after such
assignment shall not be less than $5,000,000 or shall be zero. Upon acceptance
and recording pursuant to paragraph (e) of this Section, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five Business Days after the execution thereof, (A) the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement and (B) the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto (but shall continue to be entitled to the benefits of Sections
2.13, 2.15, 2.19 and 9.05, as well as to any Fees accrued for its account
hereunder and not yet paid)). Notwithstanding the foregoing, any Lender
assigning its rights and obligations under this Agreement may retain any
Competitive Loans made by it outstanding at such 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
<PAGE>   48
                                                                              44


the names and addresses of the Lenders,
and the Commitment of, and the principal amount of the Loans owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive in the absence of manifest error and
the Borrowers, the Administrative Agent and the Lenders may treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by each party hereto, at any reasonable time and from time to
time upon reasonable prior notice.

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

               (f) Each Lender may sell participations to one or more banks or
other entities in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided, however, that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) each
participating bank or other entity shall be entitled to the benefit of the cost
protection provisions contained in Sections 2.13, 2.15 and 2.19 to the same
extent as if it were the selling Lender (and limited to the amount that could
have been claimed by the selling Lender had it continued to hold the interest of
such participating bank or other entity), except that all claims made pursuant
to such Sections shall be made through such selling Lender, and (iv) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such selling Lender in connection with such Lender's
rights and obligations under this Agreement.

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

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

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

               SECTION 9.05. Expenses; Indemnity. (a) The Borrowers agree to pay
all reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with entering into this Agreement or in connection with any
amendments, modifications or waivers of the provisions hereof, or
<PAGE>   49
                                                                              45


incurred by the Administrative Agent or any Lender in connection with the
enforcement or protection of their rights in connection with this Agreement or
in connection with the Loans made hereunder, including the fees and
disbursements of counsel for the Administrative Agent or, in the case of
enforcement, the Lenders.

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

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

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

               SECTION 9.07. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent or any Lender in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies which they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any
Borrower or any Subsidiary in any case shall entitle such party to any other or
further notice or demand in similar or other circumstances.

               (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal payment date or date for the
payment of any interest or fees on any Loan, or waive or excuse any such payment
or any part thereof, or decrease the rate of interest on any Loan, without the
prior written consent of each Lender affected thereby, (ii) increase the
Commitment or decrease the Facility Fee of any Lender or other amounts due to
any Lender without the prior written consent of such Lender, (iii) limit or
release the guarantee set forth in Article VII, or
<PAGE>   50
                                                                              46


(iv) amend or modify the provisions of Section 2.16 or Section 9.04(h), the
provisions of this Section or the definition of the "Required Lenders", without
the prior written consent of each Lender; provided further, however, that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior written consent of the
Administrative Agent. Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section and any consent by any Lender pursuant
to this Section shall bind any assignee of its rights and interests hereunder.


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

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

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

               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
<PAGE>   51
                                                                              47


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

               (B) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH
IT MAY NOW OR THEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY NEW YORK STATE OR
FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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

               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.
<PAGE>   52
                                                                              48


               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:   Senior Vice President and Treasurer

                         THE CHASE MANHATTAN BANK, individually and
                         as Administrative Agent,

                           by
                                   /s/  Joan F. Garvin
                               ------------------------------
                               Name: Joan F. Garvin
                               Title:   Vice President

                         ARAB BANK PLC,

                           by
                                   /s/  Peter Boyadjian
                               ------------------------------
                               Name: Peter Boyadjian
                               Title:  Senior Vice President

                         BANCA COMMERCIALE ITALIANA, NEW YORK
                         BRANCH,

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

                           by
                                   /s/  Brian Carlson
                               ------------------------------
                               Name: Brian Carlson
                               Title:   Assistant Vice President
<PAGE>   53
                                                                              49


                         BANCA CRT S.p.A.,

                            by
                                   /s/  Robert P. DeSantes
                               ------------------------------
                               Name:  Robert P. DeSantes
                               Title:   Vice President and Head of Corporate
                                        Banking

                         BANCA DI ROMA, NEW YORK BRANCH,

                            by
                                  /s/  Francesco Vitello
                               ------------------------------
                               Name:  Francesco Vitello
                               Title:   Assistant Vice President

                            by
                                  /s/  Ralph L. Riehle
                               ------------------------------
                               Name: Ralph L. Riehle
                               Title:   First 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>   54
                                                                              50


                         BANK AUSTRIA AG,

                            by
                                 /s/  J. Anthony Seay
                               ------------------------------
                               Name:   J. Anthony Seay
                               Title:    Vice President

                            by
                                 /s/  Jeanine Ball
                               ------------------------------
                               Name: Jeanine Ball
                               Title:   Assistant Vice President

                         BANK OF AMERICA NT&SA,

                            by
                                 /s/  Amy S. Trapp
                               ------------------------------
                               Name:  Amy S. Trapp
                               Title:    Managing Director

                         BANK OF HAWAII,

                            by
                                 /s/  Susan McCarthy
                               ------------------------------
                               Name:  Susan McCarthy
                               Title:   Assistant Vice President

                         THE BANK OF NEW YORK,

                            by
                                 /s/  Peter H. Abdill
                               ------------------------------
                               Name:  Peter H. Abdill
                               Title:   Vice President

                         THE BANK OF NOVA SCOTIA,

                            by
                                 /s/  J. Alan Edwards
                               ------------------------------
                               Name:  J. Alan Edwards
                               Title:   Authorized Signatory
<PAGE>   55
                                                                              51


                         BANK OF TOKYO-MITSUBISHI TRUST
                         COMPANY,

                            by
                                 /s/  Amanda S. Ryan
                               ------------------------------
                               Name:  Amanda S. Ryan
                               Title:   Vice President

                         BANKERS TRUST COMPANY,

                            by
                                 /s/  Mary Kay Coyle
                               ------------------------------
                               Name:  Mary Kay Coyle
                               Title:   Managing Director

                         BAYERISCHE LANDESBANK GIROZENTRALE,
                         CAYMAN ISLANDS BRANCH,

                            by
                                 /s/  W. Freudenberger
                               ------------------------------
                               Name:  W. Freudenberger
                               Title:    Executive Vice President and
                                         General Manager

                            by
                                 /s/  P. Obermann
                               ------------------------------
                               Name: P. Obermann
                               Title:   Senior Vice President and
                                        Manager Lending Division

                         BZW DIVISION OF BARCLAYS BANK PLC,

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

                         CIBC, INC.,

                            by
                                 /s/  Cheryl L. Root
                               ------------------------------
                               Name:  Cheryl L. Root
                               Title:   Director, CIBC Wood Gundy Securities
                                        Corp., AS AGENT
<PAGE>   56
                                                                              52


                         CITIBANK, N.A.,

                            by
                                 /s/  Elizabeth A. Polermo
                               ------------------------------
                               Name:  Elizabeth A. Polermo
                               Title:    Attorney-in-Fact

                         COMERICA BANK,

                            by
                                 /s/  Chris Georvassilis
                               ------------------------------
                               Name:  Chris Georvassilis
                               Title:   Vice President

                         COMMERZBANK AKTIENGESELLSCHAFT,
                         GRAND CAYMAN BRANCH,

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

                            by
                                 /s/  Andrew R. Campbell
                               ------------------------------
                               Name:  Andrew R. Campbell
                               Title:   Assistant Cashier

                         COMMONWEALTH BANK OF AUSTRALIA,

                            by
                                 /s/  Loren I. Brenowitz
                               ------------------------------
                               Name:  Loren I. Brenowitz
                               Title:   Vice President & Senior Manager
                                        Risk Management
<PAGE>   57
                                                                              53


                          COMPAGNIE FINANCIERE DE CIC ET DE
                          L'UNION EUROPEENNE,

                            by
                                     /s/  Dora DeBlasi Hyduk
                                ------------------------------
                                Name:  Dora DeBlasi Hyduk
                                Title:    Vice President

                            by
                                     /s/  Albert M. Calo
                                ------------------------------
                                Name:  Albert M. Calo
                                Title:    Vice President

                          CREDIT LYONNAIS, NEW YORK BRANCH,

                            by
                                     /s/  Vladimir Labun
                                ------------------------------
                                Name:  Vladimir Labun
                                Title:   First  Vice President-Manager

                          CREDIT SUISSE,

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

                            by
                                     /s/  David W. Kratovil
                                ------------------------------
                                Name:  David W. Kratovil
                                Title:   Member of Senior Management

                          CREDITO ITALIANO, S.P.A.,

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

                            by
                                     /s/  Saiyed A. Abbas
                                ------------------------------
                                Name:  Saiyed A. Abbas
                                Title:   Assistant  Vice President
<PAGE>   58
                                                                              54


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

                                by
                                         /s/  Bertram Tang
                                    ------------------------------
                                    Name:  Bertram Tang
                                    Title:   Assistant  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/  Flore F. Blaise Williams
                                    ------------------------------
                                    Name:  Flore F. Blaise Williams
                                    Title:    Vice President

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

                                by
                                         /s/  Andrew K. Mittag
                                    ------------------------------
                                    Name:  Andrew K. Mittag
                                    Title:    Vice President

                                by
                                         /s/  Anthony Berti
                                    ------------------------------
                                    Name:  Anthony Berti
                                    Title:   AT

                              FIRST HAWAIIAN BANK,

                                by
                                         /s/  Kathryn A. Plumb
                                    ------------------------------
                                    Name:  Kathryn A. Plumb
                                    Title:    Vice President
<PAGE>   59
                                                                              55


                                THE FIRST NATIONAL BANK OF BOSTON,

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


                                FLEET BANK, N.A.,

                                  by
                                           /s/  John T. Harrison
                                      ------------------------------
                                      Name:  John T. Harrison
                                      Title:    Vice President

                                THE FUJI BANK, LIMITED,

                                  by
                                          /s/  Masanobu Kobayashi
                                      ------------------------------
                                      Name:  Masanobu Kobayashi
                                      Title:    Vice President & Manager

                                GENERALE BANK, NEW YORK BRANCH,

                                  by
                                           /s/  P. Pollaert
                                      ------------------------------
                                      Name: P. Pollaert
                                      Title:   Senior  Vice President

                                  by
                                         /s/  E. Matthews
                                      ------------------------------
                                      Name: E. Matthews
                                      Title:   Senior  Vice President

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

                                  by
                                          /s/  John V. Veltri
                                      ------------------------------
                                      Name: John V. Veltri
                                      Title:   Senior  Vice President
<PAGE>   60
                                                                              56


                                  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

                                  LLOYDS BANK PLC,

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

                                    by
                                            /s/  Theodore R.  Walser
                                      ------------------------------
                                      Name:  Theodore R. Walser
                                      Title:    Senior  Vice President

                                  LTCB TRUST COMPANY,

                                    by
                                            /s/  Rene LeBlanc
                                      ------------------------------
                                      Name:  Rene LeBlanc
                                      Title:   Senior  Vice President
<PAGE>   61
                                                                              57


                                  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



                                  NATIONSBANK, N.A.,

                                    by
                                            /s/  Sally L. Hazard
                                      ------------------------------
                                      Name: Sally L. Hazard
                                      Title:   Senior Vice President

                                  THE NORTHERN TRUST COMPANY,

                                    by
                                            /s/  Joseph Yacullo
                                      ------------------------------
                                      Name: Joseph Yacullo
                                      Title:   Vice President

                                  PNC BANK, NATIONAL ASSOCIATION,

                                    by
                                            /s/  Denise D. Killen
                                      ------------------------------
                                      Name:  Denise D. Killen
                                      Title:   Vice President
<PAGE>   62
                                                                              58


                               ROYAL BANK OF CANADA,

                                 by
                                         /s/  John M. Crawford
                                   ------------------------------
                                   Name:  John M. Crawford
                                   Title:   Senior Manager Corp. Banking

                               THE SAKURA BANK, LIMITED, NEW YORK
                               BRANCH,

                                 by
                                         /s/  Yasumasa Kikuchi
                                   ------------------------------
                                   Name:  Yasumasa Kikuchi
                                   Title:   Senior Vice President

                               THE SANWA BANK LIMITED, NEW YORK
                               BRANCH,

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

                               SOCIETE GENERALE,

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

                               THE SUMITOMO BANK, LIMITED, NEW YORK
                               BRANCH,

                                 by
                                         /s/  Yoshinori Kawamura
                                   ------------------------------
                                   Name:  Yoshinori Kawamura
                                   Title:   Joint General Manager
<PAGE>   63
                                                                              59


                                 THE SUMITOMO TRUST & BANKING CO., LTD.
                                 LOS ANGELES AGENCY,

                                   by
                                            /s/  Eleanor Chan
                                      ------------------------------
                                      Name: Eleanor Chan
                                      Title:   Manager & Vice President

                                 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 & Manager

                                 SWISS BANK CORPORATION, NEW YORK
                                 BRANCH,

                                   by
                                           /s/  Karen Mayrose
                                      ------------------------------
                                      Name: Karen Mayrose
                                      Title:   Associate Director
                                              Banking Finance Support, N.A.

                                   by
                                           /s/  Ernst Schirmer
                                      ------------------------------
                                      Name: Ernst Schirmer
                                      Title:   Director, Credit Risk Management

                                 THE TOKAI BANK, LIMITED,

                                   by
                                           /s/  Stuart M. Schulman
                                      ------------------------------
                                      Name:  Stuart M. Schulman
                                      Title:   Deputy General Manager
<PAGE>   64
                                                                              60


                              UNION BANK OF SWITZERLAND, NEW YORK
                              BRANCH,

                                by
                                        /s/  Laurent J. Chaix
                                  ------------------------------
                                  Name:  Laurent J. Chaix
                                  Title:   Vice President

                                by
                                        /s/  Robert H. Riley III
                                  ------------------------------
                                  Name:  Robert H. Riley III
                                  Title:   Managing Director


                              WELLS FARGO BANK, N.A.,

                                by
                                         /s/  Michael Cordas
                                  ------------------------------
                                  Name:  Michael Cordas
                                  Title:   Vice President

                              WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK AND CAYMAN
                              ISLANDS BRANCHES,

                                by
                                        /s/  Salvatore Battinelli
                                  ------------------------------
                                  Name:  Salvatore Battinelli
                                  Title:   Vice President, Credit Department

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

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

                              by
                                        /s/  Rohn Laudenschlager
                                  ------------------------------
                                  Name:  Rohn Laudenschlager
                                  Title:   Senior Vice President
<PAGE>   65
                                                                     EXHIBIT A-1

                         FORM OF COMPETITIVE BID REQUEST

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

Attention:  [                   ]

Dear Ladies and Gentlemen:

               The undersigned, _______________ (the "Borrower"), refers to the
364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of
November 4, 1996 (as it may hereafter be amended, modified, extended or restated
from time to time, the "364-Day Agreement"), among the Borrower, the Borrowing
Subsidiaries parties thereto, the Lenders parties thereto and The Chase
Manhattan Bank, as Administrative Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
364-Day Agreement. The Borrower hereby gives you notice pursuant to Section 
2.03(a) of the 364-Day Agreement that it requests a Competitive Borrowing under
the 364-Day Agreement, and in that connection sets forth below the terms on
which such Competitive Borrowing is requested to be made:

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

(B) Principal amount of
    Competitive Borrowing(1)                   ___________________

(C) Interest rate basis(2)                     ___________________

(D) Interest Period and the                  
    last day thereof(3)                        ___________________


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

                                            Very truly yours,

                                            [NAME OF BORROWER],

                                             by
                                               ____________________________
                                               Name:
                                               Title: [Financial Officer]

--------

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

(2) Eurodollar Competitive Loan or Fixed Rate Loan.

(3) Which shall be subject to the definition of "Interest Period" and end not
    later than the Maturity Date.
<PAGE>   66
                                                                     EXHIBIT A-2


                    FORM OF NOTICE OF COMPETITIVE BID REQUEST


[Name of Lender]
[Address]


                                                                          [Date]

Attention:  [          ]

Dear Ladies and Gentlemen:

        Reference is made to the 364-Day Competitive Advance and Revolving
Credit Facility Agreement dated as of November 4, 1996 (as it may hereafter be
amended, modified, extended or restated from time to time, the "364-Day
Agreement"), among ITT Corporation [,__________] (the "Borrower"), the Borrowing
Subsidiaries parties thereto, the Lenders parties thereto and The Chase
Manhattan Bank, as Administrative Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
364-Day Agreement. The Borrower made a Competitive Bid Request on ______, 19[ ],
pursuant to Section 2.03(a) of the 364-Day Agreement, and in that connection you
are invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive
Bid must comply with Section 2.03(b) of the 364-Day Agreement and the terms set
forth below on which the Competitive Bid Request was made:

(A) Date of Competitive Borrowing            ___________________

(B) Principal amount of
    Competitive Borrowing                    ___________________

(C) Interest rate basis                      ___________________

(D) Interest Period and the
    last day thereof                         ___________________


                                            Very truly yours,
          
                                            THE CHASE MANHATTAN BANK,
                                            as Administrative Agent,

                                             by
                                                _______________________
                                                Name:
                                                Title:

--------

(1) The Competitive Bid must be received by the Administrative Agent (i) in
the case of Eurodollar Competitive Loans, not later than 10:00 a.m., New York
City time, four Business Days before a proposed Competitive Borrowing, and (ii)
in the case of Fixed Rate Loans, not later than 10:00 a.m., New York City time,
one Business Day before a proposed Competitive Borrowing.
<PAGE>   67
                                                                     EXHIBIT A-3


                             FORM OF COMPETITIVE BID


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

                                                                          [Date]

Attention:  [                ]

Dear Ladies and Gentlemen:

        The undersigned, [Name of Lender], refers to the 364-Day Competitive
Advance and Revolving Credit Facility Agreement dated as of November 4, 1996 (as
it may be amended, modified, extended or restated from time to time, the
"364-Day Agreement"), among ITT Corporation [,__________] (the "Borrower"), the
Borrowing Subsidiaries parties thereto, the Lenders named therein and The Chase
Manhattan Bank, as Administrative Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
364-Day Agreement. The undersigned hereby makes a Competitive Bid pursuant to
Section 2.03(b) of the 364-Day Agreement, in response to the Competitive Bid
Request made by the Borrower on ________, 19[ ], and in that connection sets
forth below the terms on which such Competitive Bid is made:

(A) Principal Amount(1)                 ___________________

(B) Competitive Bid Rate(2)             ___________________

(C) Interest Period and last
    day thereof                         ___________________


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

                                            Very truly yours,

                                            [NAME OF LENDER],

                                             by
                                               ___________________
                                               Name:
                                               Title:

--------

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

(2) i.e., LIBO Rate + or -___ %, in the case of Eurodollar Competitive Loans or
___%, in the case of Fixed Rate Loans.
<PAGE>   68
                                                                     EXHIBIT A-4


                     FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER


                                                                          [Date]


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

Attention:  [                     ]

Dear Ladies and Gentlemen:

        The undersigned, _______________ (the "Borrower"), refers to the 364-Day
Competitive Advance and Revolving Credit Facility Agreement dated as of November
4, 1996 (as it may be amended, modified, extended or restated from time to time,
the "364-Day Agreement"), among the Borrower, the Borrowing Subsidiaries parties
thereto, the Lenders parties thereto and The Chase Manhattan Bank, as
Administrative Agent for the Lenders.

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

Principal Amount             Fixed Rate/Margin     Lender
----------------             -----------------     ------
    $                          [%]/[+/-.   %]
    $

We hereby reject the following bids:

Principal Amount             Fixed Rate/Margin     Lender
----------------             -----------------     ------
    $                          [%]/[+/-.   %]
    $

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


                                                 Very truly yours,

                                                 [NAME OF BORROWER],

                                                  by
                                                    _________________
                                                    Name:
                                                    Title:
<PAGE>   69
                                                                     EXHIBIT A-5

                              FORM OF STANDBY BORROWING REQUEST


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

Dear Ladies and Gentlemen:

        The undersigned, _______________ (the "Borrower"), refers to the 364-Day
Competitive Advance and Revolving Credit Facility Agreement dated as of November
4, 1996 (as it may be amended, modified, extended or restated from time to time,
the "364-Day Agreement"), among the Borrower, the Borrowing Subsidiaries parties
thereto, the Lenders parties thereto and The Chase Manhattan Bank, as
Administrative Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the 364-Day Agreement.
The Borrower hereby gives you notice pursuant to Section 2.04 of the 364-Day
Agreement that it requests a Standby Borrowing under the 364-Day Agreement, and
in that connection sets forth below the terms on which such Standby Borrowing is
requested to be made:

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

(B) Principal amount of
    Standby Borrowing(1)                     ___________________

(C) Interest rate basis(2)                   ___________________

(D) Interest Period and the
    last day thereof(3)                      ___________________


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

                                           Very truly yours,

                                           [NAME OF BORROWER],

                                            by
                                               _____________________
                                               Name:
                                               Title: [Financial Officer]

--------

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

(2) Eurodollar Standby Loan or Fixed Rate Loan.

(3) Which shall be subject to the definition of "Interest Period" and end
not later than the Maturity Date.
<PAGE>   70
                                                                       EXHIBIT C




                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                                                          Dated:__________, 19__


        Reference is made to the 364-Day Competitive Advance and Revolving
Credit Facility Agreement dated as of November 4, 1996 (the "364-Day
Agreement"), among ITT Corporation (the "Company"), the Borrowing Subsidiaries
parties thereto, the Lenders parties thereto (the "Lenders") and The Chase
Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the
364- Day Agreement are used herein with the same meanings.

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

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

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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:
<PAGE>   71
                                                                               2


Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):

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

-----------------------------------------------------------------------------------------
Standby Loans:                    $____________                    ___________ %

-----------------------------------------------------------------------------------------
Competitive Loans:                $____________                    ___________ %

=========================================================================================
</TABLE>


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

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


________________________________,
as Assignee,


by: ____________________________
    Name:
    Title:
<PAGE>   72
                                                                               1


                                                                       EXHIBIT D

                                    [FORM OF]

                             OPINION OF COUNSEL FOR
                                ITT CORPORATION(1)

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

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

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

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

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

--------

(1) Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the 364-Day Competitive Advance and Revolving
Credit Facility Agreement (the "Agreement") dated as of November 4, 1996, among
ITT Corporation, the lenders listed in Schedule 2.01 thereto, and Chemical Bank,
as Administrative Agent.
<PAGE>   73
                                                                EXHIBIT E to the
                                                                Credit Agreement


                             BORROWING SUBSIDIARY AGREEMENT dated as of [    ],
                      among ITT CORPORATION, a Nevada corporation (the
                      "Company"), [Name of Subsidiary], a [    ] corporation
                      ("the Subsidiary"), and The Chase Manhattan Bank, as
                      administrative agent (the "Administrative Agent") for the
                      lenders (the "Lenders") party to the 364-Day Competitive
                      Advance and Revolving Credit Facility Agreement dated as
                      of November 4, 1996, as amended (the "Agreement"), among
                      the Company, the Administrative Agent and the Lenders.

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

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

                                            ITT CORPORATION,

                                              by
                                                 ______________________
                                                 Name:
                                                 Title:

                                           [NAME OF SUBSIDIARY],

                                              by
                                                 ______________________
                                                 Name:
                                                 Title:

Accepted as of the date
first appearing above:

THE CHASE MANHATTAN BANK, as Administrative
Agent,

  by
      ______________________
      Name:
      Title:
<PAGE>   74
                                                                   SCHEDULE 2.01

                                      Contact Person
Name and Address of Lender            and Telecopy Number         Commitment
--------------------------            -------------------         ----------
The Chase Manhattan Bank  (1)         Ms. Nancy Mistretta         $41,666,666.64
270 Park Avenue                       (212) 270-6041
New York, NY 10017

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

Banca Commerciale Italiana  (2)       Mr. Charles Dougherty       $15,000,000.00
New York Branch                       (212) 809-2124
1 William Street
New York, NY 10004

Banca CRT                             Mr. J. Slade Carter, Jr.    $ 8,333,333.33
500 Park Avenue                       (212) 980-0809
New York, NY 10022

Banca di Roma S.p.A.                  Mr. Ralph Riehle            $ 8,333,333.33
34 East 51st Street, 7th Floor        (212) 407-1740
New York, NY 10005

Banca Nazionale del Lavoro  (3)       Mr. Giulio Giovine          $21,666,666.67
New York Branch                       (212) 765-2978
25 W. 51st Street Rockefeller Plaza
New York, NY 10019

Banca Popolare di Milano              Mr. Nicholas Cinosi         $ 8,333,333.33
375 Park Avenue                       (212) 838-1077
New York, NY 10152



Bank Austria AG                       Ms. Amy Rick                $ 8,333,333.33
565 Fifth Avenue                      (212) 880-1040
New York, NY 10017

Bank of America  (4)                  Ms. Laura Calhoun           $26,666,666.67
335 Madison Avenue                    (212) 503-7173
New York, NY 10017

Bank of Hawaii                        Ms. Alison Sierens          $ 8,333,333,33
111 South King Street                 (808) 537-8301
P.O. Box 2900
Honolulu, HI 96813

The Bank of New York  (3)             Mr. Dave Judge              $21,666,666.67
One Wall Street                       (212) 635-6999
New York, NY 10286

The Bank of Nova Scotia  (4)          Mr. Philip Adsetts          $26,666,666.67
One Liberty Plaza                     (212) 225-5090/91
New York, NY 10006
<PAGE>   75
                                                                               2



                                      Contact Person
Name and Address of Lender            and Telecopy Number         Commitment
--------------------------            -------------------         ----------
The Bank of Tokyo-Mitsubishi Trust    Ms. Amanda Ryan             $26,666,666.67
Company  (4)                          (212) 782-6445
1251 Avenue of the Americas
12th Floor
New York, NY 10116-3138

Bankers Trust Company  (4)            Mr. Daniel Hebert           $26,666,666.67
130 Liberty Street                    (212) 250-1530
New York, NY 10006

Barclays de Zoete Wedd  (4)           Ms. John Livingston         $26,666,666.67
222 Broadway                          (212) 412-7511
New York, NY 10038

Bayerische Landesbank Girozentrale    Ms. Joanne Cicino           $15,000,000.00
(2)                                   (212) 310-9868
111 East 50th Street
New York, NY 10022

CIBC Inc.  (3)                        Ms. Judith Domkowski        $21,666,666.67
425 Lexington Avenue                  (212) 856-3991
New York, NY 10017

Citibank, N.A.  (4)                   Ms. Elizabeth Palermo       $26,666,666.67
399 Park Avenue                       (212) 826-2375
New York, NY 10043

Comerica Bank  (2)                    Mr. David Shirey            $15,000,000.00
500 Woodward Avenue                   (313) 222-3330
Detroit, MI 48226-3280

Commerzbank AG  (2)                   Mr. Robert Donohue          $15,000,000.00
2 World Financial Center              (212) 266-7235/7595
New York, NY 10281

Commonwealth Bank of Australia        Mr. Ray DeLucia             $ 8,333,333.33
599 Lexington Avenue                  (212) 336-7762
New York, NY 10022

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

Credit Lyonnais  (4)                  Mr. Nicholas Chapin         $26,666,666.67
1301 Avenue of the Americas           (212) 459-3179
18th Floor
New York, NY 10019
<PAGE>   76
                                                                               3


                                      Contact Person
Name and Address of Lender            and Telecopy Number         Commitment
--------------------------            -------------------         ----------
Credit Suisse  (3)                    Mr. Robert Potter           $21,666,666.67
Tower 49                              (212) 238-5439
12 East 49th Street
New York, NY 10017

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

The Dai-Ichi Kangyo Bank, Ltd.  (3)   Mr. Bertram Tang            $21,666,666.67
One World Trade Center                (212) 912-1879
Suite 4911
New York, NY 10048

Deutsche Bank AG  (4)                 Mr. Rolf-Peter Mikolayczyk  $26,666,666.67
New York Branch                       (212) 474-8212
31 West 52nd Street
New York, NY 10019

Dresdner Bank AG  (4)                 Mr. Anthony Berti           $26,666,666.67
New York Branch                       (212) 429-2129
75 Wall Street
New York, NY 10005-2889

First Hawaiian Bank                   Ms. Kathryn Plumb           $ 8,333,333.33
1132 Bishop Street                    (808) 525-6372
Honolulu, HI 96813

The First National Bank of Boston  (2)Mr. Paul Sassieni           $   15,000,000
100 Federal Street                    (617) 434-1574
01-08-06
Boston, MA 02110

Fleet Bank                            Mr. John Harrison           $ 8,333,333.33
1300 Atlantic Avenue                  (609) 348-1308
Atlantic City, NJ  08401

The Fuji Bank, Limited  (3)           Mr. Roy Tanfield            $21,666,666.67
Two World Trade Center 79th Floor     (212) 321-9407
New York, NY 10048

Generale Bank                         Mr. Doug Raihi              $8,333,333.33
520 Madison Avenue                    (212) 750-9597
New York, NY 10022
<PAGE>   77
                                                                               4


                                      Contact Person
Name and Address of Lender            and Telecopy Number         Commitment
--------------------------            -------------------         ----------
The Industrial Bank of Japan, Ltd.,   Mr. John Veltri             $21,666,666.67
New York Branch  (3)                  (212) 856-9450
245 Park Avenue
23rd Floor
New York, NY 10167-0037

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

Kredietbank N.V.  (2)                 Mr. Armen Karozichian       $15,000,000.00
125 West 55th Street                  (212) 956-5580
New York, NY 10019

Lloyds Bank Plc                       Mr. Theodore Walser         $ 6,666,666.67
199 Water Street                      (212) 607-4999
9th Floor
New York, NY 10038

Long Term Credit Bank of Japan        Mr. Yoshi Nakagawa          $ 8,333,333.33
165 Broadway                          (212) 608-2371
New York, NY 10006

The Mitsubishi Trust and Banking      Ms. Patricia Loret DeMola   $15,000,000.00
Corporation  (2)                      (212) 644-6825
520 Madison Avenue
New York, NY 10022

Morgan Guaranty Trust Company of      Ms. Deborah Winshel         $26,666,666.67
New York  (4)                         (212) 648-5043
60 Wall Street
New York, NY 10260-0060

National Westminster Bank Plc  (3)    Mr. Jordan Fragiacomo       $21,666,666.67
175 Water Street                      (212) 602-4209
New York, NY 10038-4924

Nationsbank, N.A.  (4)                Ms. Sally Hazard            $26,666,666.67
767 Fifth Avenue                      (212) 751-6909
23rd Floor
New York, NY 10153

The Northern Trust Company            Mr. Joseph Yacullo          $ 8,333,333.33
50 South LaSalle Street               (312) 630-6062
Chicago, IL 60675
<PAGE>   78
                                                                               5


                                      Contact Person
Name and Address of Lender            and Telecopy Number         Commitment
--------------------------            -------------------         ----------
PNC Bank, National Association        Ms. Denise Killen           $ 8,333,333.33
2 Tower Center                        (908) 220-3270
East Brunswick, NJ  08816

Royal Bank of Canada  (4)             Mr. John Crawford           $26,666,666.67
One Financial Square                  (212) 428-6459
New York, NY 10005-3531

The Sakura Bank, Limited,  (2)        Mr. John Phelan             $15,000,000.00
New York Branch                       (212) 888-7651
277 Park Avenue
New York, NY 10172

The Sanwa Bank, Ltd.  (4)             Mr. Stephen C. Small        $26,666,666.67
New York Branch                       (212) 754-1304
55 East 52nd Street
New York, NY 10055

Societe Generale  (4)                 Ms. Sedare Coradin          $26,666,666.67
1221 Avenue of the Americas           (212) 278-7430
New York, NY 10020

The Sumitomo Bank, Limited  (4)       Mr. Edward McColly          $26,666,666.67
New York Branch                       (212) 224-5188
277 Park Avenue
New York, NY 10172

SunTrust Bank, Atlanta  (2)           Ms. May Smith               $15,000,000.00
711 Fifth Avenue                      (212) 371-9386
5th Floor
New York, NY 10022

Swiss Bank Corporation                Mr. Clark Worthley          $ 8,333,333.33
New York Branch                       (212) 574-1126
222 Broadway
New York, NY 10038

The Tokai Bank, Limited  (2)          Mr. Stuart Schulman         $15,000,000.00
55 East 52nd Street                   (212) 754-2170
12th Floor
New York, NY 10022

The Sumitomo Trust & Banking Co.,     Ms. Karen Ryan              $ 8,333,333.33
Ltd.                                  (213) 613-1083
333 South Grand Avenue
53rd Floor
Los Angeles, CA 90071
<PAGE>   79
                                                                               6


                                      Contact Person
Name and Address of Lender            and Telecopy Number         Commitment
--------------------------            -------------------         ----------
Union Bank of Switzerland  (4)        Mr. Laurent Chaix           $26,666,666.67
299 Park Avenue                       (212) 821-5611
New York, NY 10171

Wells Fargo Bank  (3)                 Mr. Roy Roberts             $21,666,666.67
500 Park Avenue                       (212) 593-5238
New York, NY 10017

Westdeutsche Landesbank               Mr. Ralph White             $15,000,000.00
Girozentrale  (2)                     (212) 652-6307
1211 Avenue of the Americas
New York, NY 10036

The Yasuda Trust and Banking Co.,     Mr. Rohn Laudenschlager     $15,000,000.00
Ltd.  (2)                             (212) 373-5796
New York Branch
666 Fifth Avenue
Suite 801
New York, NY 10103

                                                               -----------------

                                      TOTAL COMMITMENT         $1,000,000,000.00




As numbered herein:

(1)  Administrative Agent
(2)  Lead Manager
(3)  Managing Agent
(4)  Arranger
<PAGE>   80
                                                                   Schedule 5.10


                                 ITT Corporation
                          Liens on Principal Properties


Sheraton Boston

        Liens in favor of Citibank. N.A. to secure approximately $172 million of
outstanding indebtedness.

Sheraton Buenos Aires

        Liens in favor of Overseas Private Investment Corp. to secure
approximately $28 million of indebtedness.

Park Grande Sydney

        Liens in favor of Commonwealth Bank of Australia to secure approximately
$160 million of indebtedness.