<PAGE>   1
                                                                     EXHIBIT 4.1


                                [CONFORMED COPY]

                                  $400,000,000

                                    FIVE-YEAR
                                CREDIT AGREEMENT


                                   dated as of


                                 March 22, 2000


                                      among


                            Litton Industries, Inc.,


                             The Banks Listed Herein


                                       and


                   Morgan Guaranty Trust Company of New York,
                             as Administrative Agent

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

                          J.P. Morgan Securities Inc.,
                                  Lead Arranger

                         Banc of America Securities LLC
                                       and
                             Chase Securities, Inc.,
                                  Co-Arrangers


                              Bank of America, N.A.
                                       and
                            The Chase Manhattan Bank,
                              Co-Syndication Agents


<PAGE>   2


                                TABLE OF CONTENTS

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

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                                    ARTICLE 1
                                  DEFINITIONS

SECTION 1.01.  Definitions......................................................................1
SECTION 1.02.  Accounting Terms and Determinations.............................................16
SECTION 1.03.  Types of Borrowings.............................................................17

                                    ARTICLE 2
                                  THE CREDITS

SECTION 2.01.  Commitments to Lend.............................................................17
SECTION 2.02.  Notice of Committed Borrowings..................................................18
SECTION 2.03.  Money Market Borrowings.........................................................18
SECTION 2.04.  Notice to Banks; Funding of Loans...............................................22
SECTION 2.05.  Registry; Notes.................................................................23
SECTION 2.06.  Maturity of Loans...............................................................24
SECTION 2.07.  Interest Rates..................................................................24
SECTION 2.08.  Facility Fee....................................................................27
SECTION 2.09.  Optional Termination or Reduction of Commitments................................28
SECTION 2.10.  Scheduled Termination of Commitments............................................28
SECTION 2.11.  Optional Prepayments............................................................28
SECTION 2.12.  General Provisions as to Payments...............................................28
SECTION 2.13.  Funding Losses..................................................................29
SECTION 2.14.  Computation of Interest and Fees................................................30
SECTION 2.15.  Regulation D Compensation.......................................................30
SECTION 2.16.  Method of Electing Interest Rates...............................................30

                                    ARTICLE 3
                                   CONDITIONS

SECTION 3.01.  Effectiveness...................................................................33
SECTION 3.02.  Borrowings......................................................................34

                                    ARTICLE 4
                         REPRESENTATIVES AND WARRANTIES

SECTION 4.01.  Corporate Existence and Power...................................................34
SECTION 4.02.  Corporate and Governmental Authorization; No Contravention......................35
SECTION 4.03.  Binding Effect..................................................................35
SECTION 4.04.  Financial Information...........................................................35
SECTION 4.05.  Litigation......................................................................35

</TABLE>



<PAGE>   3
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                                                                                             PAGE
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SECTION 4.06.  Compliance with ERISA...........................................................36
SECTION 4.07.  Environmental Matters...........................................................36
SECTION 4.08.  Taxes...........................................................................37
SECTION 4.09.  Material Subsidiaries...........................................................37
SECTION 4.10.  Not an Investment Company.......................................................37
SECTION 4.11.  Use of Proceeds.................................................................37
SECTION 4.12.  Full Disclosure.................................................................37

                                    ARTICLE 5
                                   COVENANTS

SECTION 5.01.  Information.....................................................................38
SECTION 5.02.  Maintenance of Property; Insurance..............................................40
SECTION 5.03.  Maintenance of Existence........................................................40
SECTION 5.04.  Compliance with Laws............................................................41
SECTION 5.05.  Leverage Ratio..................................................................41
SECTION 5.06.  Minimum Consolidated Net Worth..................................................41
SECTION 5.07.  Interest Coverage Ratio.........................................................41
SECTION 5.08.  Subsidiary Debt Limitation......................................................41
SECTION 5.09.  Negative Pledge.................................................................41
SECTION 5.10.  Consolidations, Mergers and Sales of Assets.....................................42
SECTION 5.11.  Limitation on Affiliate Transactions............................................42

                                    ARTICLE 6
                                    DEFAULTS

SECTION 6.01.  Events of Default...............................................................43
SECTION 6.02.  Notice of Default...............................................................45

                                    ARTICLE 7
                                   THE AGENTS

SECTION 7.01.  Appointment and Authorization...................................................45
SECTION 7.02.  Administrative Agent and Affiliates.............................................45
SECTION 7.03.  Action by Administrative Agent..................................................45
SECTION 7.04.  Consultation with Experts.......................................................45
SECTION 7.05.  Liability of Administrative Agent...............................................46
SECTION 7.06.  Indemnification.................................................................46
SECTION 7.07.  Credit Decision.................................................................46
SECTION 7.08.  Successor Administrative Agent..................................................47
SECTION 7.09.  Agents' Fees....................................................................47
SECTION 7.10.  Co-Syndication Agents...........................................................47
</TABLE>


                                       ii

<PAGE>   4
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                                    ARTICLE 8
                            CHANGE IN CIRCUMSTANCES


SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair........................47
SECTION 8.02.  Illegality......................................................................48
SECTION 8.03.  Increased Cost and Reduced Return...............................................49
SECTION 8.04.  Taxes...........................................................................50
SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans.......................52
SECTION 8.06.  Substitution of Bank............................................................53

                                    ARTICLE 9
                                 MISCELLANEOUS

SECTION 9.01.  Notices.........................................................................53
SECTION 9.02.  No Waivers......................................................................53
SECTION 9.03.  Expenses; Indemnification.......................................................53
SECTION 9.04.  Sharing of Set-Offs.............................................................54
SECTION 9.05.  Amendments and Waivers..........................................................54
SECTION 9.06.  Successors and Assigns..........................................................55
SECTION 9.07.  Designated Lenders..............................................................57
SECTION 9.08.  Collateral......................................................................58
SECTION 9.09.  Governing Law; Submission to Jurisdiction.......................................58
SECTION 9.10.  Counterparts; Integration.......................................................58
SECTION 9.11.  WAIVER OF JURY TRIAL............................................................58
SECTION 9.12.  Confidentiality.................................................................58

Pricing Schedule
Commitment Schedule
Exhibit A       -   Note
Exhibit B       -   Money Market Quote Request
Exhibit C       -   Invitation for Money Market Quotes
Exhibit D       -   Money Market Quote
Exhibit E       -   Opinion of Counsel for the Borrower
Exhibit F       -   Opinion of Special Counsel for the Administrative Agent
Exhibit G       -   Assignment and Assumption Agreement
Exhibit H       -   Designation Agreement
</TABLE>


                                      iii

<PAGE>   5

                           FIVE-YEAR CREDIT AGREEMENT

         AGREEMENT dated as of March 22, 2000 among LITTON INDUSTRIES, INC., the
BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent.

         The parties hereto hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

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

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

         "ADJUSTED CD RATE" has the meaning set forth in Section 2.07(b).

         "ADMINISTRATIVE AGENT" means Morgan Guaranty Trust Company of New York
in its capacity as administrative agent for the Banks hereunder, and its
successors in such capacity.

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

         "AFFILIATE" means any Person (other than a Subsidiary) directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Borrower. For the purposes of this definition, "CONTROL" when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

         "AGENT" means the Administrative Agent or a Co-Syndication Agent, and
"AGENTS" means any two or more of the foregoing.

<PAGE>   6

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

         "ASSESSMENT RATE" has the meaning set forth in Section 2.07(b).

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

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

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

         "BASE RATE LOAN" means a Committed Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Section 2.16(a) or Article 8.

         "BASE RATE MARGIN" means a rate per annum determined in accordance with
the Pricing Schedule.

         "BENEFIT ARRANGEMENT" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

         "BORROWER" means Litton Industries, Inc., a Delaware corporation, and
its successors.

         "BORROWER'S 1999 FORM 10-K" means the Borrower's annual report on Form
10-K for the fiscal year ended July 31, 1999, as filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.

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

         "CD BASE RATE" has the meaning set forth in Section 2.07(b).

         "CD LOAN" means a Committed Loan which bears interest at a CD Rate
pursuant to the applicable Notice of Committed Borrowing or Notice of Interest
Rate Election.


                                       2
<PAGE>   7

         "CD MARGIN" means a rate per annum determined in accordance with the
Pricing Schedule.

         "CD RATE" means a rate of interest determined pursuant to Section
2.07(b) on the basis of an Adjusted CD Rate.

         "CD REFERENCE BANKS" means Bank of America National Trust and Savings
Association, The Chase Manhattan Bank and Morgan Guaranty Trust Company of New
York, or such other bank or banks as the Borrower and the Administrative Agent
may from time to time mutually designate.

         "CHANGE OF CONTROL" means any of the following:

                  (a) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "EXCHANGE ACT")) (a "PERSON") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 30% or more of either (i) the then
         outstanding shares of common stock of the Borrower (the "OUTSTANDING
         BORROWER COMMON STOCK") or (ii) the combined voting power of the then
         outstanding voting securities of the Borrower entitled to vote
         generally in the election of directors (the "OUTSTANDING BORROWER
         VOTING SECURITIES"); provided, however, that for purposes of this
         subsection (a), the following acquisitions of stock shall not
         constitute a Change of Control: (i) any acquisition by the Borrower,
         (ii) any acquisition by any employee benefit plan (or related trust)
         sponsored or maintained by the Borrower or any corporation controlled
         by the Borrower or (iii) any acquisition by any corporation pursuant to
         a transaction which complies with clauses (i), (ii) and (iii) of
         subsection (c) of this definition;

                  (b) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Borrower (the "INCUMBENT BOARD") cease for
         any reason to constitute at least a majority of the Board; provided,
         however, that any individual becoming a director subsequent to the date
         hereof whose election, or nomination for election by the Borrower's
         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered as
         though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by or
         on behalf of a Person other than the Board;



                                       3
<PAGE>   8



                  (c) Consummation of a reorganization, merger or consolidation
         or sale or other disposition of all or substantially all of the assets
         of the Borrower (a "BUSINESS COMBINATION"), in each case, unless,
         following such Business Combination, (i) all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Borrower Common Stock and Outstanding
         Borrower Voting Securities immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than 60% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns the Borrower or all or substantially all of the
         Borrower's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership, immediately
         prior to such Business Combination of the Outstanding Borrower Common
         Stock and Outstanding Borrower Voting Securities, as the case may be,
         (ii) no Person (excluding any employee benefit plan (or related trust)
         of the Borrower or such corporation resulting from such Business
         Combination) beneficially owns, directly or indirectly, 30% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then outstanding voting securities of such
         corporation and (iii) at least a majority of the members of the board
         of directors of the corporation resulting from such Business
         Combination were members of the Incumbent Board at the time of the
         execution of the initial agreement, or of the action of the Board,
         providing for such Business Combination; or

                  (d) Approval by the shareholders of the Borrower of a complete
         liquidation or dissolution of the Borrower.

         "COMMITMENT" means (i) with respect to each Bank listed on the
Commitment Schedule, the amount set forth opposite such Bank's name on the
Commitment Schedule and (ii) with respect to any Assignee which becomes a Bank
pursuant to Section 9.06(c), the amount of the transferor Bank's Commitment
assigned to it pursuant to Section 9.06(c), in each case as such amount may be
changed from time to time pursuant to Section 2.09 or 9.06(c); provided that, if
the context so requires, the term "Commitment" means the obligation of a Bank to
extend credit up to such amount to the Borrower hereunder.

                                       4
<PAGE>   9

         "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto.

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

         "CONSOLIDATED EBIT" means, for any period, the sum of Consolidated Net
Income for such period plus, to the extent deducted in the determination of such
Consolidated Net Income, Consolidated Interest Expense for such period and the
provision for income taxes for such period; provided that Consolidated EBIT
shall be adjusted to exclude the effect of up to $110,000,000 in non-recurring
charges relating to divestiture/exit of non-core businesses and plant
consolidation subsequent to July 31, 1998.

         "CONSOLIDATED EBITDA" means, for any period, the Consolidated Net
Income of the Borrower and its Consolidated Subsidiaries for such period before
cumulative effect of accounting changes, provision for income tax, interest
expense and depreciation and amortization expense; provided that Consolidated
EBITDA shall be adjusted to exclude the effect of up to $110,000,000 in
non-recurring charges relating to divestiture/exit of non-core businesses and
plant consolidation subsequent to July 31, 1998.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, the interest
expense of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis for such period.

         "CONSOLIDATED NET INCOME" means, for any period, the net income of the
Borrower and its Consolidated Subsidiaries for such period, determined on a
consolidated basis.

         "CONSOLIDATED NET WORTH" means at any date the shareholders' investment
in the Borrower and its Consolidated Subsidiaries determined on a consolidated
basis as of such date.

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


                                       5
<PAGE>   10

         "CO-SYNDICATION AGENT" means each of Bank of America, N.A. and The
Chase Manhattan Bank in its capacity as a co-syndication agent in respect of
this Agreement, and "CO-SYNDICATION AGENTS" means both of them.

         "DEBT" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable and deferred employee compensation
obligations arising in the ordinary course of business, (iv) all obligations of
such Person as lessee which are capitalized in accordance with generally
accepted accounting principles, (v) all unpaid reimbursement obligations of such
Person in respect of letters of credit or similar instruments but only to the
extent that either (x) the issuer has honored a drawing thereunder or (y)
payment of such obligation is otherwise due under the terms thereof, (vi) all
Debt secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an obligation of such Person, and (vii) all Debt of others Guaranteed
by such Person.

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

         "DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.

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

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

         "DIVIDEND PAYMENT" means (i) any dividend or other distribution on any
shares of the Borrower's capital stock or (ii) any payment on account of the
purchase, redemption, retirement or acquisition of (a) any shares of the
Borrower's capital stock or (b) any option, warrant or other right to acquire
shares of the Borrower's capital stock.


                                       6
<PAGE>   11

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

         "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent; provided that any Bank may
so designate separate Domestic Lending Offices for its Base Rate Loans, on the
one hand, and its CD Loans, on the other hand, in which case all references
herein to the Domestic Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

         "DOMESTIC LOANS" means CD Loans or Base Rate Loans or both.

         "DOMESTIC RESERVE PERCENTAGE" has the meaning set forth in Section
2.07(b).

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

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

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

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


                                       7
<PAGE>   12

         "ERISA GROUP" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

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

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

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

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

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

         "EURO-DOLLAR REFERENCE BANKS" means the principal London offices of
Bank of America National Trust and Savings Association, The Chase Manhattan Bank
and Morgan Guaranty Trust Company of New York, or such other bank or banks as
the Borrower and the Administrative Agent may from time to time mutually
designate.

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

                                       8
<PAGE>   13

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

         "EXISTING CREDIT AGREEMENTS" means (i) the $400,000,000 Credit
Agreement dated as of March 24, 1999 among the Borrower, the banks listed
therein and Morgan Guaranty Trust Company of New York, as administrative agent
and (ii) the $400,000,000 Amended and Restated Credit Agreement dated as of
December 22, 1994 among the Borrower, the banks listed therein and Morgan
Guaranty Trust Company of New York, as agent, and Wells Fargo Bank, N.A., as
co-agent, each as amended to the Effective Date.

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

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

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

         "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to


                                       9
<PAGE>   14

purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the holder of such Debt of the payment
thereof or to protect such holder against loss in respect thereof (in whole or
in part), provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The term "GUARANTEE"
used as a verb has a corresponding meaning.

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

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

         "INTEREST COVERAGE RATIO" means, for any period, the ratio of
Consolidated EBIT for such period to Consolidated Interest Expense for such
period.

         "INTEREST PERIOD" means:

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

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

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

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;


                                       10
<PAGE>   15

         (2) with respect to each CD Loan, the period commencing on the date of
borrowing specified in the applicable Notice of Borrowing or on the date
specified in an applicable Notice of Interest Rate Election and ending 30, 60,
90 or 180 days thereafter, as the Borrower may elect in the applicable notice;
provided that:

                  (a) any Interest Period (other than an Interest Period
         determined pursuant to clause (b) below) which would otherwise end on a
         day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day; and

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;

         (3) with respect to each Money Market LIBOR Borrowing, the period
commencing on the date of such Borrowing and ending such whole number of months
thereafter as the Borrower may elect in accordance with Section 2.03; provided
that:

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

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

                  (c) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date;

         (4) with respect to each Money Market Absolute Rate Borrowing, the
period commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 14 days) as the Borrower may elect in accordance
with Section 2.03; provided that:

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



                                       11
<PAGE>   16

                  (b) any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

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

         "LEVERAGE RATIO" means, at any date, the ratio of Total Borrowed Funds
at such date to Consolidated EBITDA for the period of four consecutive fiscal
quarters most recently ended on or prior to such date; provided that if there
shall have been an acquisition or disposition of operations during such period,
Consolidated EBITDA shall be calculated on a pro forma basis giving effect
thereto as if such acquisition or disposition had occurred on the first day of
such period.

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

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Borrower or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

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

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

         "MATERIAL DEBT" means Debt (other than the Loans) of the Borrower
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, in an aggregate principal amount exceeding $25,000,000.

         "MATERIAL FINANCIAL OBLIGATIONS" means a principal amount of Debt
and/or payment obligations in respect of Derivatives Obligations of the Borrower
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, exceeding in the aggregate $25,000,000.

         "MATERIAL PLAN" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $10,000,000.


                                       12
<PAGE>   17


         "MATERIAL SUBSIDIARY" means a Subsidiary, including its Subsidiaries,
which meets any of the following conditions:

                  (1) the Borrower's and its other Subsidiaries' investments in
         and advances to the Subsidiary exceed 5 percent of the total assets of
         the Borrower and its Subsidiaries consolidated as of the end of the
         most recently completed fiscal year; or

                  (2) the Borrower's and its other Subsidiaries' proportionate
         share of the total assets (after intercompany eliminations) of the
         Subsidiary exceeds 5 percent of the total assets of the Borrower and
         its Subsidiaries consolidated as of the end of the most recently
         completed fiscal year; or

                  (3) the Borrower's and its other Subsidiaries' equity in the
         income from continuing operations before income taxes, extraordinary
         items and cumulative effect of a change in accounting principle of the
         Subsidiary exceeds 5 percent of such income of the Borrower and its
         Subsidiaries consolidated for the most recently completed fiscal year.

         Computational note: For purposes of making the prescribed income test
         the following guidance should be applied:

                  1. When a loss has been incurred by either the Borrower and
         its Subsidiaries consolidated or the tested Subsidiary, but not both,
         the equity in the income or loss of the tested Subsidiary should be
         excluded from the income of the Borrower and its Subsidiaries
         consolidated for purposes of the computation.

                  2. If income of the Borrower and its Subsidiaries consolidated
         for the most recent fiscal year is at least 5 percent lower than the
         average of the income for the last five fiscal years, such average
         income should be substituted for purposes of the computation. Any loss
         years should be omitted for purposes of computing average income.

         "MINIMUM COMPLIANCE LEVEL" means, at any date, an amount equal to the
sum of (i) $1,015,000,000 plus (ii) for each fiscal quarter of the Borrower
commencing after October 31, 1999 and ending on or prior to such date for which
Consolidated Net Income is a positive number, an amount equal to 50% of
Consolidated Net Income for such fiscal quarter plus (iii) for each issuance
and/or sale subsequent to October 31, 1999 and on or prior to such date by the
Borrower of shares of its capital stock, an amount equal to 100% of the amount
by which Consolidated Net Worth is increased on account of such transaction.


                                       13
<PAGE>   18

         "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section
2.03(d).

         "MONEY MARKET ABSOLUTE RATE LOAN" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

         "MONEY MARKET LENDING OFFICE" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Administrative Agent; provided that any Bank may from time to time by
notice to the Borrower and the Administrative Agent designate separate Money
Market Lending Offices for its Money Market LIBOR Loans, on the one hand, and
its Money Market Absolute Rate Loans, on the other hand, in which case all
references herein to the Money Market Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

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

         "MONEY MARKET LOAN" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

         "MONEY MARKET MARGIN" has the meaning set forth in Section 2.03(d).

         "MONEY MARKET QUOTE" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.

         "MULTIEMPLOYER PLAN" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions in an
amount exceeding $1,000,000 per annum or has within the preceding five plan
years made such contributions, including for these purposes any Person which
ceased to be a member of the ERISA Group during such five year period.

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

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


                                       14
<PAGE>   19

         "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.16.

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

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

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

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

         "PLAN" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

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

         "PRIME RATE" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

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

         "REFERENCE BANKS" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "REFERENCE Bank" means any one
of such Reference Banks.

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

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


                                       15
<PAGE>   20

terminated, holding more than 50% of the aggregate unpaid principal amount of
the Loans.

         "REVOLVING CREDIT PERIOD" means the period from and including the
Effective Date to but not including the Termination Date.

         "SUBSIDIARY" means any corporation or other entity of which securities
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower (or, if such term is used with
reference to another Person, by such other Person).

         "TERMINATION DATE" means March 22, 2005 or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "TOTAL BORROWED FUNDS" means, at any date, the Debt of the Borrower and
its Consolidated Subsidiaries determined on a consolidated basis as of such
date.

         "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

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

         "WHOLLY-OWNED CONSOLIDATED SUBSIDIARY" means any Consolidated
Subsidiary all of the shares of capital stock or other ownership interests of
which (except directors' qualifying shares) are at the time directly or
indirectly owned by the Borrower.

         SECTION 1.02. Accounting Terms and Determinations. Accounting Terms and
Determinations. Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be
prepared in accordance with generally accepted accounting principles as in
effect from time to time, applied on a basis consistent (except for changes
concurred in by the


                                       16
<PAGE>   21

Borrower's independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article 5
to eliminate the effect of any change in generally accepted accounting
principles on the operation of such covenant (or if the Administrative Agent
notifies the Borrower that the Required Banks wish to amend Article 5 for such
purpose), then the Borrower's compliance with such covenant shall be determined
on the basis of generally accepted accounting principles in effect immediately
before the relevant change in generally accepted accounting principles became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrower and the Required Banks.

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

                                    ARTICLE 2
                                   THE CREDITS

         SECTION 2.01. Commitments to Lend. During the Revolving Credit Period
each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Borrower pursuant to this Section from time to
time in amounts such that the aggregate principal amount of Committed Loans by
such Bank at any one time outstanding shall not exceed the amount of its
Commitment. Each Borrowing under this Section shall be in an aggregate principal
amount of $15,000,000 or any larger multiple of $1,000,000 (except that any such
Borrowing may be in the aggregate amount available in accordance with Section
3.02(b)) and shall be made from the several Banks ratably in proportion to their
respective Commitments. Within the foregoing limits, the Borrower may borrow
under this Section, repay, or to the extent permitted by Section 2.11,



                                       17
<PAGE>   22

prepay Loans and reborrow at any time during the Revolving Credit Period under
this Section 2.01.

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

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

                  (b) the aggregate amount of such Borrowing,

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

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

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

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


                                       18
<PAGE>   23


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

                  (ii) the aggregate amount of such Borrowing, which shall be
         $15,000,000 or a larger multiple of $1,000,000,

                  (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

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

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

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

         (d) Submission and Contents of Money Market Quotes.

                  (i) Each Bank may submit a Money Market Quote containing an
         offer or offers to make Money Market Loans in response to any
         Invitation for Money Market Quotes. Each Money Market Quote must comply
         with the requirements of this subsection 2.03(d)(i) and must be
         submitted to the Administrative Agent by telex or facsimile
         transmission at its offices specified in or pursuant to Section 9.01
         not later than (x) 2:00 P.M. (New York City time) on the fourth
         Euro-Dollar Business Day prior to the proposed date of Borrowing, in
         the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on
         the proposed date of Borrowing, in the case of an Absolute Rate Auction
         (or, in either case, such other time or date as the Borrower and the
         Administrative Agent shall have mutually agreed and shall have notified
         to the Banks not later than the date of the Money Market Quote Request
         for the first LIBOR Auction or Absolute


                                       19
<PAGE>   24

         Rate Auction for which such change is to be effective); provided that
         Money Market Quotes submitted by the Administrative Agent (or any
         affiliate of the Administrative Agent) in the capacity of a Bank may be
         submitted, and may only be submitted, if the Administrative Agent or
         such affiliate notifies the Borrower of the terms of the offer or
         offers contained therein not later than (x) 1:00 P.M. (New York City
         time) on the fourth Euro-Dollar Business Day prior to the proposed date
         of Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New York
         City time) on the proposed date of Borrowing, in the case of an
         Absolute Rate Auction. Subject to Articles 3 and 4, any Money Market
         Quote so made shall be irrevocable except with the written consent of
         the Administrative Agent given on the instructions of the Borrower.

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

                           (A) the proposed date of Borrowing,

                           (B) the principal amount of the Money Market Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than or less than the Commitment of the
                  quoting Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of Money
                  Market Loans for which offers were requested and (z) may be
                  subject to an aggregate limitation as to the principal amount
                  of Money Market Loans for which offers being made by such
                  quoting Bank may be accepted,

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

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

                           (E) the identity of the quoting Bank.


                                       20
<PAGE>   25


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

                           (iii) Any Money Market Quote shall be disregarded if
                  it:

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

                                    (B) contains qualifying, conditional or
                           similar language (other than the limitation set forth
                           in clause (ii)(B)(z) above);

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

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

         (e) Notice to Borrower. The Administrative Agent shall promptly notify
the Borrower of the terms (x) of any Money Market Quote submitted by a Bank that
is in accordance with subsection (d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of Money
Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

         (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Administrative Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify the
Administrative Agent of its acceptance or non-acceptance of the offers so
notified


                                       21
<PAGE>   26

to it pursuant to subsection (e). In the case of acceptance, such notice (a
"NOTICE OF MONEY MARKET BORROWING") shall specify the aggregate principal amount
of offers for each Interest Period that are accepted. The Borrower may accept
any Money Market Quote in whole or in part; provided that:

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

                  (ii) the principal amount of each Money Market Borrowing must
         be $15,000,000 or a larger multiple of $1,000,000,

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

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

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

         SECTION 2.04. Notice to Banks; Funding of Loans. (a Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's share (if any) of such Borrowing and
such Notice of Borrowing shall not thereafter be revocable by the Borrower.

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


                                       22
<PAGE>   27

from the Banks available to the Borrower at the Administrative Agent's aforesaid
address.

         (c) Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not make available
to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with
subsection (b) of this Section 2.04 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 Bank shall not have so made
such share available to the Administrative Agent, such Bank and, if such Bank
shall fail to do so within one Domestic Business Day, 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 the Federal Funds Rate. If such Bank
shall repay to the Administrative Agent such corresponding amount, such amount
so repaid shall constitute such Bank's Loan included in such Borrowing for
purposes of this Agreement.

         SECTION 2.05. Registry; Notes. (a The Administrative Agent shall
maintain a register (the "REGISTER") on which it will record the Commitment of
each Bank, each Loan made by such Bank and each repayment of any Loan made by
such Bank. Any such recordation by the Administrative Agent on the Register
shall be presumptively correct, absent manifest error. Failure to make any such
recordation, or any error in such recordation, shall not affect the Borrower's
obligations hereunder.

         (b) The Borrower hereby agrees that, promptly upon the request of any
Bank at any time, the Borrower shall deliver to such Bank a duly executed Note,
in substantially the form of Exhibit A hereto, payable to the order of such Bank
and representing the obligation of the Borrower to pay the unpaid principal
amount of the Loans made by such Bank, with interest as provided herein on the
unpaid principal amount from time to time outstanding.

         (c) Each Bank shall record the date, amount and maturity of each Loan
made by it and the date and amount of each payment of principal made by the
Borrower with respect thereto, and each Bank receiving a Note pursuant to this
Section, if such Bank so elects in connection with any transfer or enforcement
of any Note, may endorse on the schedule forming a part thereof appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding; provided that the failure of such Bank to make any such


                                       23
<PAGE>   28

recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Such Bank is hereby irrevocably authorized by the
Borrower so to endorse any Note and to attach to and make a part of any Note a
continuation of any such schedule as and when required.

         (d) Each Bank may, by notice to the Borrower and the Administrative
Agent, request that its Loans of a particular type be evidenced by a separate
Note in an amount equal to the aggregate unpaid principal amount of such Loans.
Each such Note shall contain appropriate modifications to reflect the fact that
it evidences solely Loans of the relevant type. Each reference in this Agreement
to the "Note" of such Bank shall be deemed to refer to and include any or all of
such Notes, as the context may require.

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

         (b) Each Money Market Loan included in any Money Market Borrowing shall
mature, and the principal amount thereof shall be due and payable (together with
interest accrued thereon), on the last day of the Interest Period applicable to
such Borrowing.

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

         (b) Each CD Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the CD Margin for such day plus the
Adjusted CD Rate applicable to such Interest Period; provided that if any CD
Loan shall, as a result of clause (2)(b) of the definition of Interest Period,
have an Interest Period of less than 30 days, such CD Loan shall bear interest
during such Interest Period at the rate applicable to Base Rate Loans during
such period. Such interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than 90 days, at intervals of
90 days after the first day thereof. Any overdue principal of or interest on any
CD Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the higher of (i) the sum of the CD
Margin for such day plus the Adjusted CD


                                       24
<PAGE>   29

Rate applicable to such Loan on the day before such payment was due and (ii) the
rate applicable to Base Rate Loans for such day.

         The "ADJUSTED CD RATE" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:

                     [     CDBR       ]
              ACDR = [----------------]* + AR
                     [ 1.00 -- DRP    ]

              ACDR =  Adjusted CD Rate
              CDBR =  CD Base Rate
               DRP =  Domestic Reserve Percentage
                AR =  Assessment Rate

         The "CD BASE RATE" applicable to any Interest Period is the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates
per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of such CD Reference Bank to
which such Interest Period applies and having a maturity comparable to such
Interest Period.

         "DOMESTIC RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

         "ASSESSMENT RATE" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R.



------------------
     *The amount in brackets being rounded upward, if necessary, to the next
higher 1/100 of 1%.


                                       25
<PAGE>   30

ss.327.4(a) (or any successor provision) to the Federal Deposit Insurance
Corporation (or any successor) for such Corporation's (or such successor's)
insuring time deposits at offices of such institution in the United States. The
Adjusted CD Rate shall be adjusted automatically on and as of the effective date
of any change in the Assessment Rate.

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

         The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

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


                                       26
<PAGE>   31


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

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

         (g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section 2.07. If
any Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

         SECTION 2.08. Facility Fee. The Borrower shall pay to the
Administrative Agent for the account of the Banks ratably in proportion to their
Commitments a facility fee at the Facility Fee Rate (determined daily in
accordance with the Pricing Schedule). Such facility fee shall accrue (i) from
and including the Effective Date to but excluding the Termination Date (or
earlier date of termination of the Commitments in their entirety), on the daily
aggregate amount of the Commitments (whether used or unused) and (ii) from and
including the Termination Date or such earlier date of termination to but
excluding the date the Loans shall be repaid in their entirety, on the daily
aggregate outstanding principal amount of the Loans. Accrued fees under this
Section shall be payable quarterly in arrears on each Quarterly Payment Date and
upon the date of


                                       27
<PAGE>   32

termination of the Commitments in their entirety (and, if later, the date the
Loans shall be repaid in their entirety).

         SECTION 2.09. Optional Termination or Reduction of Commitments. The
Borrower may, upon at least three Domestic Business Days' notice to the
Administrative Agent, (i) terminate the Commitments at any time, if no Loans are
outstanding at such time or (ii) ratably reduce from time to time by an
aggregate amount of $10,000,000 or any larger multiple thereof, the aggregate
amount of the Commitments in excess of the aggregate outstanding principal
amount of the Loans.

         SECTION 2.10. Scheduled Termination of Commitments. The Commitments
shall terminate on the Termination Date, and any Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date.

         SECTION 2.11. Optional Prepayments. (a) The Borrower may (i) upon at
least one Domestic Business Day's notice to the Administrative Agent, prepay any
Base Rate Borrowing (or any Money Market Borrowing bearing interest at the Base
Rate pursuant to Section 8.01(a)), (ii) upon at least three Domestic Business
Days' notice to the Administrative Agent, subject to Section 2.13, prepay any CD
Borrowing and (iii) upon at least three Euro-Dollar Business Days' notice to the
Administrative Agent, subject to Section 2.13, prepay any Euro-Dollar Borrowing,
in whole at any time, or from time to time in part in amounts aggregating
$15,000,000 or any larger multiple of $1,000,000, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Loans of
the several Banks included in such Borrowing.

         (b) Except as provided in Section 2.11(a), the Borrower may not prepay
all or any portion of the principal amount of any Money Market Loan prior to the
maturity thereof.

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

         SECTION 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01 and without


                                       28
<PAGE>   33

reduction by reason of any set-off or counterclaim. The Administrative Agent
will promptly distribute to each Bank its ratable share of each such payment
received by the Administrative Agent for the account of the Banks. Whenever any
payment of principal of, or interest on, the Domestic Loans or of fees shall be
due on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. Whenever any
payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a
day which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case the date
for payment thereof shall be the next preceding Euro-Dollar Business Day.
Whenever any payment of principal of, or interest on, the Money Market Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day. If the date for any payment of principal is extended by operation of law or
otherwise, interest thereon shall be payable for such extended time.

         (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent that the Borrower
shall not have so made such payment, each Bank shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative Agent, at
the Federal Funds Rate.

         SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (whether such payment or conversion is
pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day
of an Interest Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.07(d), or if the Borrower fails to borrow,
prepay, convert or continue any Fixed Rate Loan after notice has been given to
any Bank in accordance with Section 2.04(a), 2.11(c) or 2.16(c), the Borrower
shall reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after such payment or conversion or failure to borrow,
prepay, convert or continue; provided that such Bank shall have delivered to the
Borrower a certificate as to the amount


                                       29
<PAGE>   34

of such loss or expense, setting forth the basis of calculation thereof, which
certificate shall be conclusive in the absence of manifest error.

         SECTION 2.14. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
facility fees shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the
last day).

         SECTION 2.15. Regulation D Compensation. For so long as any Bank
maintains reserves against "EUROCURRENCY LIABILITIES" (or any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of such Bank to United
States residents), and as a result the cost to such Bank (or its Euro-Dollar
Lending Office) of making or maintaining its Euro-Dollar Loans is increased,
then such Bank may require the Borrower to pay, contemporaneously (or at such
other time or times as the Borrower and such Bank may mutually agree) with each
payment of interest on the Euro-Dollar Loans, additional interest on the related
Euro-Dollar Loan of such Bank at a rate per annum up to but not exceeding the
excess of (i) (A) the applicable London Interbank Offered Rate divided by (B)
one minus the Euro-Dollar Reserve Percentage over (ii) the applicable London
Interbank Offered Rate. Any Bank wishing to require payment of such additional
interest (x) shall so notify the Borrower and the Administrative Agent, in which
case such additional interest on the Euro-Dollar Loans of such Bank shall be
payable to such Bank at the place indicated in such notice with respect to each
Interest Period commencing at least three Euro-Dollar Business Days after the
giving of such notice and (y) shall furnish to the Borrower at least five
Euro-Dollar Business Days prior to each date on which interest is payable on the
Euro-Dollar Loans (or at such other time or times as the Borrower and such Bank
may mutually agree) an officer's certificate setting forth the amount to which
such Bank is then entitled under this Section 2.15 (which shall be consistent
with such Bank's good faith estimate of the level at which the related reserves
are maintained by it). Each such certificate shall be accompanied by such
information as the Borrower may reasonably request as to the computation set
forth therein.

         SECTION 2.16. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject to Section 2.16(d)
and the provisions of Article 8), as follows:



                                       30
<PAGE>   35

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

                  (ii) if such Loans are CD Loans, the Borrower may elect to
         convert such Loans to Base Rate Loans as of any Domestic Business Day
         or convert such Loans to Euro-Dollar Loans as of any Euro-Dollar
         Business Day or continue such Loans as CD Loans for an additional
         Interest Period, subject to Section 2.13 if any such conversion is
         effective on any day other than the last day of an Interest Period
         applicable to such Loans; and

                  (iii) if such Loans are Euro-Dollar Loans, the Borrower may
         elect to convert such Loans to Base Rate Loans as of any Domestic
         Business Day or convert such Loans to CD Loans as of any Euro-Dollar
         Business Day or elect to continue such Loans as Euro-Dollar Loans for
         an additional Interest Period, subject to Section 2.13 if any such
         conversion is effective on any day other than the last day of an
         Interest Period applicable to such Loans.

         Each such election shall be made by delivering a notice (a "NOTICE OF
         INTEREST RATE ELECTION") to the Administrative Agent not later than
         10:30 A.M. (New York York City time) on the third Euro-Dollar Business
         Day before the conversion or continuation selected in such notice is to
         be effective (unless the relevant Loans are to be converted from
         Domestic Loans of one type to Domestic Loans of on the other type or
         are CD Loans to be continued as CD Loans for an additional the Interest
         Period, in which case such notice shall be delivered to the third
         Administrative Agent not later than 10:30 A.M. (New York City time) on
         the Euro-Dollar second Domestic Business Day before such conversion or
         continuation is to be Business effective). A Notice of Interest Rate
         Election may, if it so specifies, apply to Day only a portion of the
         aggregate principal amount of the relevant Group of Loans; before
         provided that (i) such portion is allocated ratably among the Loans
         comprising the such Group and (ii) the portion to which such Notice
         applies, and the remaining conversion portion to which it does not
         apply, are each at least $15,000,000 (unless such or portion is
         comprised of Base Rate Loans). If no such notice is timely received
         continuation before the end of an Interest Period for any Group of CD
         Loans or Euro-Dollar selected Loans, the Borrower shall be deemed to
         have elected that such Group of Loans be in converted to Base Rate
         Loans at the end of such Interest Period. such

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


                                       31
<PAGE>   36

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

                  (ii) the date on which the conversion or continuation selected
         in such notice is to be effective, which shall comply with the
         applicable clause of Section 2.16(a) above;

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

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

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

         (c) Promptly after receiving a Notice of Interest Rate Election from
the Borrower pursuant to Section 2.16(a) above, the Administrative Agent shall
notify each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower.

         (d) The Borrower shall not be entitled to elect to convert any
Committed Loans to, or continue any Committed Loans for an additional Interest
Period as, CD Loans or Euro-Dollar Loans if (i) the aggregate principal amount
of any Group of CD Loans or Euro-Dollar Loans created or continued as a result
of such election would be less than $15,000,000 or (ii) a Default shall have
occurred and be continuing when the Borrower delivers notice of such election to
the Administrative Agent.

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



                                       32
<PAGE>   37

                                    ARTICLE 3
                                   CONDITIONS

         SECTION 3.01. Effectiveness. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 9.05):

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

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

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

                  (d) the receipt by the Administrative Agent of evidence
         satisfactory to it that all principal of and accrued interest on any
         loans outstanding under either of the Existing Credit Agreements, and
         all accrued fees thereunder, shall have been paid in full;

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

                  (f) receipt by the Administrative Agent of evidence
         satisfactory to it that the participation fees for the account of the
         Banks in the respective amounts heretofore mutually agreed shall have
         been paid in full.

provided that this Agreement shall not become effective or binding on any party
hereto unless all of the foregoing conditions are satisfied not later than March
23, 2000. The Administrative Agent shall promptly notify the Borrower and each


                                       33
<PAGE>   38

Bank of the effectiveness of this Agreement, and such notice shall be conclusive
and binding on all parties hereto. The Borrower and the Banks (which comprise
the "Required Banks" as defined in each of the Existing Credit Agreements) agree
that the "Commitments" under each of the Existing Credit Agreements shall
terminate automatically on the Effective Date, without further action by any
party thereto, and that, subject to Section 2.13 thereof, the principal of and
accrued interest on any "Loans" outstanding thereunder, and all accrued fees
thereunder, shall be due and payable on the Effective Date.

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

                  (a) receipt by the Administrative Agent of a Notice of
         Borrowing as required by Section 2.02 or 2.03, as the case may be;

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

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

                  (d) the fact that the representations and warranties of the
         Borrower contained in this Agreement shall be true on and as of the
         date of such Borrowing.

                  Each Borrowing hereunder shall be deemed to be a
         representation and warranty by the Borrower on the date of such
         Borrowing as to the facts specified in clauses (b), (c) and (d) of this
         Section.

                                    ARTICLE 4
                         REPRESENTATIVES AND WARRANTIES

         The Borrower represents and warrants that:

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


                                       34
<PAGE>   39

         SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Borrower or
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower or result in the creation or imposition of any Lien on
any asset of the Borrower or any of its Subsidiaries.

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

         SECTION 4.04. Financial Information. (a) The consolidated balance
sheets of the Borrower and its Consolidated Subsidiaries as of July 31, 1999 and
the related consolidated statements of operations, shareholders' investment and
cash flows for each of the three years ended July 31, 1999, reported on by
Deloitte & Touche and set forth in the Borrower's 1999 Form 10-K, a copy of
which has been delivered to each of the Banks, fairly present, in conformity
with generally accepted accounting principles, the consolidated financial
position of the Borrower and its Consolidated Subsidiaries as of such dates and
their consolidated results of operations and cash flows for such fiscal years.

         (b) The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of October 31, 1999 and the related consolidated statements of
operations and cash flows for the three months then ended, set forth in the
Borrower's Quarterly Report on Form 10-Q for the quarter then ended, a copy of
which has been delivered to each of the Banks, fairly present, in conformity
with generally accepted accounting principles applied on a basis consistent with
the financial statements referred to in subsection (a) of this Section, the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such three month period (subject to normal year-end adjustments).

         (c) Since October 31, 1999 there has been no material adverse change in
the business, financial position, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.05. Litigation. (a) Except for actions, suits or proceedings
(i) described in the Borrower's 1999 Form 10-K or (ii) commenced after the date
of


                                       35
<PAGE>   40

this Agreement and disclosed in writing to the Banks, there is no action, suit
or proceeding pending against, or to the knowledge of the Borrower threatened
against or affecting, the Borrower or any of its Subsidiaries before any court
or arbitrator or any governmental body, agency or official an adverse decision
in which might materially adversely affect the business, consolidated financial
position or consolidated results of operations of the Borrower and its
Consolidated Subsidiaries taken as a whole.

         (b) Since the date of the Borrower's 1999 Form 10-K, there has been no
change in the status of the actions, suits and proceedings described therein
which materially and adversely affects the business, financial position, results
of operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

         (c) There is no action, suit or proceeding pending against, or to the
knowledge of the Borrower threatened against or affecting, the Borrower or any
of its Subsidiaries before any court or arbitrator or any governmental body,
agency or official which in any manner questions the validity of this Agreement
or the Notes.

         SECTION 4.06. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

         SECTION 4.07. Environmental Matters. In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of the Borrower and its
Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties presently or
previously owned, any capital or operating expenditures required to achieve or
maintain compliance with environmental protection standards imposed by law or as
a condition of any license, permit or contract, any related constraints on
operating


                                       36
<PAGE>   41

activities, including any periodic or permanent shutdown of any facility or
reduction in the level of or change in the nature of operations conducted
thereat, any costs or liabilities in connection with off-site disposal of wastes
or Hazardous Substances, and any actual or potential liabilities to third
parties, including employees, and any related costs and expenses). On the basis
of this review, and based upon conditions of which the Borrower has knowledge
and upon its estimates of the costs of compliance with and/or remediation
mandated by Environmental Laws, the Borrower has reasonably concluded that
Environmental Laws are unlikely to have a material adverse effect on the
business, financial condition, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

         SECTION 4.08. Taxes. The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any
Subsidiary. In the Borrower's opinion, all material tax liabilities were
adequately provided for as of July 31, 1999 and are now so provided for in the
books of the Borrower and its Consolidated Subsidiaries.

         SECTION 4.09. Material Subsidiaries. Each of the Borrower's Material
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

         SECTION 4.10. Not an Investment Company. The Borrower is not an
"INVESTMENT COMPANY" within the meaning of the Investment Company Act of 1940,
as amended.

         SECTION 4.11. Use of Proceeds. The proceeds of the loans under this
Agreement will be used for general corporate purposes. None of such proceeds
will be used, directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of buying or carrying any "MARGIN STOCK", within the
meaning of Regulation U.

         SECTION 4.12. Full Disclosure. All information heretofore furnished by
the Borrower to any Agent or Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Borrower to any Agent or Bank will be, true and
accurate in all material respects on the date as of which such information is
stated or certified. The Borrower has disclosed to the Banks in writing any and
all facts which materially and adversely affect or may affect (to the extent the
Borrower


                                       37
<PAGE>   42

can now reasonably foresee), the business, operations or financial condition of
the Borrower and its Consolidated Subsidiaries, taken as a whole, or the ability
of the Borrower to perform its obligations under this Agreement.

                                    ARTICLE 5
                                    COVENANTS

         The Borrower agrees that, from and after the Effective Date for so long
as any Bank has any Commitment hereunder or any amount payable hereunder remains
unpaid:

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

                  (a) as soon as available and in any event within 120 days
         after the end of each fiscal year of the Borrower, a consolidated
         balance sheet of the Borrower and its Consolidated Subsidiaries as of
         the end of such fiscal year and the related consolidated financial
         statements in the form then required to be filed with the Securities
         and Exchange Commission on Form 10-K or its then equivalent, all
         reported on by Deloitte & Touche or other independent public
         accountants of nationally recognized standing;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three quarters of each fiscal year of the
         Borrower, a consolidated balance sheet of the Borrower and its
         Consolidated Subsidiaries as of the end of such quarter and the related
         consolidated financial statements in the form then required to be filed
         with the Securities and Exchange Commission on Form 10-Q or its then
         equivalent, all certified (subject to normal year-end audit
         adjustments) by the chief financial officer or the chief accounting
         officer of the Borrower;

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate of
         the chief financial officer or the chief accounting officer of the
         Borrower (i) setting forth in reasonable detail the calculations
         required to establish whether the Borrower was in compliance with the
         requirements of Sections 5.05 to 5.08, inclusive, on the date of such
         financial statements and (ii) stating whether any Default exists on the
         date of such certificate and, if any Default then exists, setting forth
         the details thereof and the action which the Borrower is taking or
         proposes to take with respect thereto;


                                       38
<PAGE>   43

                  (d) simultaneously with the delivery of each set of financial
         statements referred to in clause (a) above, a statement of the firm of
         independent public accountants which reported on such statements
         whether anything has come to their attention to cause them to believe
         that any Default existed on the date of such statements;

                  (e) within five days after any officer of the Borrower obtains
         knowledge of any Default, if such Default is then continuing, a
         certificate of the chief financial officer or the chief accounting
         officer of the Borrower setting forth the details thereof and the
         action which the Borrower is taking or proposes to take with respect
         thereto;

                  (f) promptly upon the mailing thereof to the shareholders of
         the Borrower generally, copies of all financial statements, reports and
         proxy statements so mailed;

                  (g) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and reports on
         Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower
         shall have filed with the Securities and Exchange Commission;

                  (h) if and when any member of the ERISA Group (i) gives or is
         required to give notice to the PBGC of any "REPORTABLE EVENT" (as
         defined in Section 4043 of ERISA) with respect to any Material Plan
         which might constitute grounds for a termination of such Plan under
         Title IV of ERISA, or knows that the plan administrator of any Material
         Plan has given or is required to give notice of any such reportable
         event, a copy of the notice of such reportable event given or required
         to be given to the PBGC; (ii) receives notice of complete or partial
         withdrawal liability under Title IV of ERISA or notice that any
         Multiemployer Plan is in reorganization, is insolvent or has been
         terminated, a copy of such notice; (iii) receives notice from the PBGC
         under Title IV of ERISA of an intent to terminate, impose liability
         (other than for premiums under Section 4007 of ERISA) in respect of, or
         appoint a trustee to administer, any Material Plan, a copy of such
         notice; (iv) applies for a waiver of the minimum funding standard under
         Section 412 of the Internal Revenue Code, a copy of such application;
         (v) gives notice of intent to terminate any Material Plan under Section
         4041(c) of ERISA, a copy of such notice and other information filed
         with the PBGC; (vi) gives notice of withdrawal from any Material Plan
         pursuant to Section 4063 of ERISA, a copy of such notice; or (vii)
         fails to make any payment or contribution to any Material Plan or
         Multiemployer Plan or in respect of any Benefit Arrangement or makes

                                       39
<PAGE>   44

         any amendment to any Material Plan or Benefit Arrangement which has
         resulted or could result in the imposition of a Lien or the posting of
         a bond or other security, a certificate of the chief financial officer
         or the chief accounting officer of the Borrower setting forth details
         as to such occurrence and action, if any, which the Borrower or
         applicable member of the ERISA Group is required or proposes to take;

                  (i) forthwith, notice of any change of which the Borrower
         becomes aware in the rating by any Rating Agency (as defined in the
         Pricing Schedule) of the Borrower's long-term debt; and

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

Information required to be delivered pursuant to clauses 5.01(a), 5.01(b),
5.01(f) or 5.01(g) above shall be deemed to have been delivered on the date on
which the Borrower provides notice to the Banks that such information has been
posted on the Borrower's website on the Internet at the website address listed
on the signature pages hereof, at www.sec.gov/edaux/searches.htm or at another
website identified in such notice and accessible by the Banks without charge;
provided that (i) such notice may be included in a certificate delivered
pursuant to clause 5.01(c) and (ii) the Borrower shall deliver paper copies of
the information referred to in clauses 5.01(a), 5.01(b), 5.01(f) or 5.01(g) to
any Bank which requests such delivery.

         SECTION 5.02. Maintenance of Property; Insurance. (a) The Borrower will
keep, and will cause each Subsidiary to keep, all property useful and necessary
in its business in good working order and condition, ordinary wear and tear
excepted.

         (b) The Borrower will, and will cause each of its Subsidiaries to,
maintain (either in the name of the Borrower or in such Subsidiary's own name)
with financially sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts and against at least such
risks (and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a similar
business; and will furnish to the Banks, upon request from the Administrative
Agent, information presented in reasonable detail as to the insurance so
carried.

         SECTION 5.03. Maintenance of Existence. The Borrower will renew and
keep in full force and effect its corporate existence and its rights, privileges
and franchises necessary or desirable in the normal conduct of business.


                                       40
<PAGE>   45


         SECTION 5.04. Compliance with Laws. The Borrower will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings.

         SECTION 5.05. Leverage Ratio. The Leverage Ratio will at no time exceed
320%.

         SECTION 5.06. Minimum Consolidated Net Worth. Consolidated Net Worth
will at no time be less than the Minimum Compliance Level.

         SECTION 5.07. Interest Coverage Ratio. The Interest Coverage Ratio will
not be less than 350% for any period of four consecutive fiscal quarters.

         SECTION 5.08. Subsidiary Debt Limitation. The aggregate outstanding
amount of Debt of Subsidiaries (exclusive of (i) Debt secured by a Lien
permitted by clause (g) of Section 5.09, (ii) Debt owing to the Borrower or
another Subsidiary and (iii) up to $85,000,000 of Debt consisting of obligations
in respect of industrial revenue bonds) will at no time exceed $225,000,000.

         SECTION 5.09. Negative Pledge. The Borrower will not, and will not
permit any Consolidated Subsidiary to, create, assume or suffer to exist any
Lien securing Debt or Derivative Obligations on any asset now owned or hereafter
acquired by it, except:

                  (a) Liens existing on the date of this Agreement securing Debt
         outstanding on the date of this Agreement in an aggregate principal
         amount not exceeding $60,000,000;

                  (b) any Lien existing on the assets of any Person at the time
         such Person becomes a Consolidated Subsidiary;

                  (c) any Lien on any asset securing Debt incurred or assumed
         for the purpose of financing all or any part of the purchase price or
         cost of construction of such asset, provided that such Lien attaches to
         such asset within 270 days after the acquisition or completion of
         construction and commencement of full operations thereof;

                  (d) any Lien on any asset of any Person existing at the time
         such Person is acquired by, merged into or consolidated with the
         Borrower or a Consolidated Subsidiary;


                                       41
<PAGE>   46


                  (e) any Lien existing on any asset prior to the acquisition
         thereof by the Borrower or a Consolidated Subsidiary and not created in
         contemplation of such acquisition;

                  (f) any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section, provided that such Debt is
         not increased and is not secured by any additional assets;

                  (g) Liens on real property (and ancillary personalty) not
         otherwise permitted by the foregoing clauses of this Section securing
         Debt in an aggregate principal amount at any time outstanding not to
         exceed $75,000,000; and

                  (h) Liens on cash and cash equivalents securing Derivatives
         Obligations, provided that the aggregate amount of cash and cash
         equivalents subject to such Liens may at no time exceed $25,000,000.

         SECTION 5.10. Consolidations, Mergers and Sales of Assets. The Borrower
will not (i) consolidate or merge with or into any other Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, all or any substantial part
of the assets of the Borrower and its Subsidiaries, taken as a whole, to any
other Person; provided that the Borrower may merge with another Person if the
Borrower is the surviving corporation and, after giving effect thereto, no
Default exists.

         SECTION 5.11. Limitation on Affiliate Transactions. The Borrower will
not, and will not permit any of its Subsidiaries to, enter into any material
transaction, including, without limitation, the purchase, sale or exchange of
property or assets or the rendering of any services, with any Affiliate, except
(i) a transaction in the ordinary course of business which is upon terms no less
favorable to the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable transaction on an arm's length basis with a Person not an
Affiliate and (ii) a Dividend Payment permitted by Sections 5.05 and 5.06.


                                       42
<PAGE>   47


                                    ARTICLE 6
                                    DEFAULTS

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

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

                  (b) the Borrower shall fail to observe or perform any covenant
         contained in Sections 5.05 through 5.11, inclusive;

                  (c) the Borrower shall fail to observe or perform any covenant
         or agreement contained in this Agreement (other than those covered by
         clause (a) or (b) above) for 30 days after notice thereof has been
         given to the Borrower by the Administrative Agent at the request of any
         Bank;

                  (d) any representation, warranty, certification or statement
         made (or deemed made) by the Borrower in this Agreement or in any
         certificate, financial statement or other document delivered pursuant
         to this Agreement shall prove to have been incorrect in any material
         respect when made (or deemed made) or delivered;

                  (e) the Borrower or any Subsidiary shall fail to make any
         payment in respect of any Material Financial Obligations when due or
         within any applicable grace period (or in the case of any Derivatives
         Obligation for which no grace period is otherwise provided, within five
         days of the due date);

                  (f) any event or condition shall occur which results in the
         acceleration of the maturity of any Material Debt or enables (with the
         giving of appropriate notice if required) the holder of such Debt or
         any Person acting on such holder's behalf to accelerate the maturity
         thereof;

                  (g) the Borrower or any Material Subsidiary shall commence a
         voluntary case or other proceeding seeking liquidation, reorganization
         or other relief with respect to itself or its debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any substantial part of
         its property, or shall consent to any such relief or to the appointment
         of or taking possession by any such official in an involuntary case or
         other proceeding commenced against it,

                                       43
<PAGE>   48


         or shall make a general assignment for the benefit of creditors, or
         shall fail generally to pay its debts as they become due, or shall take
         any corporate action to authorize any of the foregoing;

                  (h) an involuntary case or other proceeding shall be commenced
         against the Borrower or any Material Subsidiary seeking liquidation,
         reorganization or other relief with respect to it or its debts under
         any bankruptcy, insolvency or other similar law now or hereafter in
         effect or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any substantial part of
         its property, and such involuntary case or other proceeding shall
         remain undismissed and unstayed for a period of 60 days; or an order
         for relief shall be entered against the Borrower or any Material
         Subsidiary under the federal bankruptcy laws as now or hereafter in
         effect;

                  (i) any member of the ERISA Group shall fail to pay when due
         an amount or amounts aggregating in excess of $10,000,000 which it
         shall have become liable to pay under Title IV of ERISA; or notice of
         intent to terminate a Material Plan shall be filed under Title IV of
         ERISA by any member of the ERISA Group, any plan administrator or any
         combination of the foregoing; or the PBGC shall institute proceedings
         under Title IV of ERISA to terminate, to impose liability (other than
         for premiums under Section 4007 of ERISA) in respect of, or to cause a
         trustee to be appointed to administer, any Material Plan; or a
         condition shall exist by reason of which the PBGC would be entitled to
         obtain a decree adjudicating that any Material Plan must be terminated;
         or there shall occur a complete or partial withdrawal from, or a
         default, within the meaning of Section 4219(c)(5) of ERISA, with
         respect to, one or more Multiemployer Plans which could cause one or
         more members of the ERISA Group to incur a current payment obligation
         in excess of $10,000,000;

                  (j) a judgment or order for the payment of money in excess of
         $10,000,000 shall be rendered against the Borrower or any Material
         Subsidiary and such judgment or order shall continue unsatisfied and
         unstayed for a period of 30 days; or

                  (k) a Change of Control shall occur;

         then, and in every such event, the Administrative Agent shall (i) if
         requested by Banks having more than 50% in aggregate amount of the
         Commitments, by notice to the Borrower terminate the Commitments and
         they shall thereupon terminate, and (ii) if requested by Banks holding
         more than 50% in aggregate principal amount of the Loans, by notice to
         the Borrower declare the Loans (together with


                                       44
<PAGE>   49

         accrued interest thereon) to be, and the Loans (together with accrued
         interest thereon) shall thereupon become, immediately due and payable
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby waived by the Borrower; provided that in the case
         of any of the Events of Default specified in clause (g) or (h) above
         with respect to the Borrower, without any notice to the Borrower or any
         other act by the Administrative Agent or any Bank, the Commitments
         shall thereupon terminate and the Loans (together with accrued interest
         thereon) shall become immediately due and payable without presentment,
         demand, protest or other notice of any kind, all of which are hereby
         waived by the Borrower.

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

                                    ARTICLE 7
                                   THE AGENTS

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

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

         SECTION 7.03. Action by Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default, except as
expressly provided in Article 4.

         SECTION 7.04. Consultation with Experts. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent


                                       45
<PAGE>   50

public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

         SECTION 7.05. Liability of Administrative Agent. Neither the
Administrative Agent nor any of its affiliates nor any of the directors,
officers, agents or employees of the foregoing shall be liable for any action
taken or not taken by it or them in connection herewith (i) with the consent or
at the request of the Required Banks or (ii) in the absence of its or their own
gross negligence or willful misconduct. Neither the Administrative Agent nor any
of its affiliates nor any of the directors, officers, agents or employees of the
foregoing shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Article 3, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The Administrative Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex or similar writing)
believed by it to be genuine or to be signed by the proper party or parties.
Without limiting the generality of the foregoing, the use of the term "agent" in
this Agreement with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

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

         SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon any Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon any Agent or
any other Bank, and based on such documents and information as it shall deem


                                       46
<PAGE>   51

appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

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

         SECTION 7.09. Agents' Fees. The Borrower shall pay to each Agent fees
in the amounts and at the times previously agreed upon between the Borrower such
Agent.

         SECTION 7.10. Co-Syndication Agents. Nothing in this Agreement shall
impose upon either of the Co-Syndication Agents, in such capacity, any duty or
liability whatsoever.

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any CD Loans,
Euro-Dollar Loans or Money Market LIBOR Loan:



                                       47
<PAGE>   52

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

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

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Administrative Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may
be, or to continue or convert outstanding Loans as or into CD Loans or
Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each
outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted
into a Base Rate Loan on the last day of the then current Interest Period
applicable thereto. Unless the Borrower notifies the Administrative Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing for
which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing,
such Borrowing shall instead be made as a Base Rate Borrowing and (ii) if such
Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR
Loans comprising such Borrowing shall bear interest for each day from and
including the first day to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.

         SECTION 8.02. Illegality. If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans and
such Bank shall so notify the Administrative Agent, the Administrative Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to


                                       48
<PAGE>   53

make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans or
continue outstanding Loans as Euro-Dollar Loans, shall be suspended. Before
giving any notice to the Administrative Agent pursuant to this Section 8.02,
such Bank shall designate a different Euro-Dollar Lending Office if such
designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice
is given, each Euro-Dollar Loan of such Bank then outstanding shall be converted
to a Base Rate Loan either (i) on the last day of the then current Interest
Period applicable to such Euro-Dollar Loan if such Bank may lawfully continue to
maintain and fund such Loan as a Euro-Dollar Loan to such day or (ii)
immediately if such Bank shall determine that it may not lawfully continue to
maintain and fund such Loan as a Euro-Dollar Loan to such day. Interest and
principal on any such Base Rate Loan shall be payable on the same dates as, and
on a pro rata basis with, the interest and principal payable on the related
Euro-Dollar Loans of the other Banks.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If on or after
(x) the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
impose, modify or deem applicable any reserve (including, without limitation,
any such requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding (i) with respect to any CD Loan any such requirement
included in an applicable Domestic Reserve Percentage and (ii) with respect to
any Euro-Dollar Loan any such requirement with respect to which such Bank is
entitled to compensation during the relevant Interest Period under Section
2.15), special deposit, insurance assessment (excluding, with respect to any CD
Loan, any such requirement reflected in an applicable Assessment Rate) or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Bank (or its Applicable Lending Office) or shall impose
on any Bank (or its Applicable Lending Office) or on the United States market
for certificates of deposit or the London interbank market any other condition
affecting its Fixed Rate Loans, its Note or its obligation to make Fixed Rate
Loans and the result of any of the foregoing is to increase the cost to such
Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate
Loan, or to reduce the amount of any


                                       49
<PAGE>   54

sum received or receivable by such Bank (or its Applicable Lending Office) under
this Agreement or under its Note with respect thereto, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank (with a
copy to the Administrative Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction.

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

         (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate
of any Bank claiming compensation under this Section, setting forth the
additional amount or amounts to be paid to it hereunder and the basis of
calculation thereof, shall be conclusive in the absence of manifest error. In
determining such amount, such Bank may use any reasonable averaging and
attribution methods.

         SECTION 8.04. Taxes. (a) Any and all payments by the Borrower to or for
the account of any Bank or the Administrative Agent hereunder or under any Note
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges and withholdings, and
all liabilities with respect thereto, excluding, in the case of each Bank and
the


                                       50
<PAGE>   55

Administrative Agent, taxes imposed on its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Bank or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "TAXES"). If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Bank or the Administrative Agent, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 8.04) such Bank or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall
furnish to the Administrative Agent, at its address referred to in Section 9.01,
the original or a certified copy of a receipt evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any present or future stamp
or documentary taxes and any other excise or property taxes, or charges or
similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement
or any Note (hereinafter referred to as "OTHER TAXES").

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

         (d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such


                                       51
<PAGE>   56


Bank is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of
interest or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States. If the form provided by a Bank at the time such Bank first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from "TAXES" as defined in Section 8.04(a).

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

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

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


                                       52
<PAGE>   57

next succeeding Interest Period applicable to the related CD Loans or
Euro-Dollar Loans of the other Banks.

         SECTION 8.06. Substitution of Bank. If (i) the obligation of any Bank
to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii)
any Bank has demanded compensation under Section 8.03 or 8.04, the Borrower
shall have the right, with the assistance of the Administrative Agent, to seek a
mutually satisfactory substitute bank or banks (which may be one or more of the
Banks) to purchase the Loans and assume the Commitment of such Bank.

                                    ARTICLE 9
                                  MISCELLANEOUS

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

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

         SECTION 9.03. Expenses; Indemnification. (a) The Borrower shall pay
(i) all out-of-pocket expenses of the Administrative Agent, including fees and
disbursements of special counsel for the Administrative Agent, in connection
with the preparation and administration of this Agreement, any waiver or consent


                                       53
<PAGE>   58

hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by
the Administrative Agent or any Bank, including fees and disbursements of
outside counsel (or, in lieu thereof, the allocated cost of in-house counsel),
in connection with such Event of Default and collection, bankruptcy, insolvency
and other enforcement proceedings resulting therefrom.

         (b) The Borrower agrees to indemnify each Agent and Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened
relating to or arising out of this Agreement or any actual or proposed use of
proceeds of Loans hereunder; provided that no Indemnitee shall have the right to
be indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct.

         SECTION 9.04. Sharing of Set-Offs. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest due with
respect to the Loans held by it which is greater than the proportion received by
any other Bank in respect of the aggregate amount of principal and interest due
with respect to the Loans held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Loans held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness under this Agreement. The Borrower agrees, to the fullest extent it
may effectively do so under applicable law, that any holder of a participation
in a Loan, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation.

         SECTION 9.05. Amendments and Waivers. Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Administrative Agent are



                                       54
<PAGE>   59

affected thereby, by the Administrative Agent); provided that no such amendment
or waiver shall:

                  (a) unless signed by all the Banks, (i) increase or decrease
         the Commitment of any Bank (except for a ratable decrease in the
         Commitments of all the Banks) or subject any Bank to any additional
         obligation, (ii) reduce the principal of or rate of interest on any
         Loan or any fees hereunder, (iii) postpone the date fixed for any
         payment of principal of or interest on any Loan or any fees hereunder
         or for the termination of any Commitment or (iv) change the percentage
         of the Commitments or of the aggregate unpaid principal amount of the
         Loans, or the number of Banks, which shall be required for the Banks or
         any of them to take any action under this Section or any other
         provision of this Agreement; or

                  (b) unless signed by a Designated Lender or its Designating
         Bank, subject such Designated Lender to any additional obligation or
         affect its rights hereunder (unless the rights of all the Banks
         hereunder are similarly affected).

         SECTION 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

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


                                       55
<PAGE>   60

by subsection (c) or (d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).

         (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to a
Commitment of not less than $5,000,000) of all, of its rights and obligations
under this Agreement and the Notes (if any), and such Assignee shall assume such
rights and obligations, pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit G hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower
and the Administrative Agent (which consents shall not be unreasonably
withheld); provided that if an Assignee is a Bank or an affiliate of such
transferor Bank, no such consents shall be required; provided further that such
assignment may, but need not, include rights of the transferor Bank in respect
of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $3,000. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Administrative Agent certification as
to exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 8.04.

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

         (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances.


                                       56
<PAGE>   61

         SECTION 9.07. Designated Lenders. (a) Subject to the provisions of this
Section 9.07(a), any Bank may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans to be made by such Bank
pursuant to this Agreement; provided that such designation shall not be
effective unless the Borrower and the Administrative Agent consent thereto. When
a Bank and its Eligible Designee shall have signed an agreement substantially in
the form of Exhibit H hereto (a "DESIGNATION AGREEMENT") and the Borrower and
the Administrative Agent shall have signed their respective consents thereto,
such Eligible Designee shall become a Designated Lender for purposes of this
Agreement. The Designating Bank shall thereafter have the right to permit such
Designated Lender to provide all or a portion of the Loans to be made by such
Designating Bank pursuant to Section 2.01 or 2.03, and the making of such Loans
or portions thereof shall satisfy the obligation of the Designating Bank to the
same extent, and as if, such Loans or portion thereof were made by the
Designating Bank. As to any Loans or portion thereof made by it, each Designated
Lender shall have all the rights that a Bank making such Loans or portion
thereof would have had under this Agreement and otherwise; provided that (x) its
voting rights under this Agreement shall be exercised solely by Designating Bank
and (y) its Designating Bank shall remain solely responsible to the other
parties hereto for the performance of its obligations under this Agreement,
including its obligations in respect of the Loans or portion thereof made by it.
No additional Note shall be required to evidence Loans or portions thereof made
by a Designated Lender; and the Designating Bank shall be deemed to hold its
Note (if any) as agent for its Designated Lender to the extent of the Loans or
portion thereof funded by such Designated Lender. Each Designating Bank shall
act as administrative agent for its Designated Lender and give and receive
notices and other communications on its behalf. Any payments for the account of
any Designated Lender shall be paid to its Designating Bank as administrative
agent for such Designated Lender and neither the Borrower nor the Administrative
Agent shall be responsible for any Designating Bank's application of such
payments. In addition, any Designated Lender may (i) with notice to, but without
the prior written consent of the Borrower or the Administrative Agent, assign
all or portions of its interest in any Loans to its Designating Bank or to any
financial institutions consented to by the Borrower and the Administrative Agent
providing liquidity and/or credit facilities to or for the account of such
Designated Lender to support the funding of Loans or portions thereof made by
such Designated Lender and (ii) disclose on a confidential basis any non-public
information relating to its Loans or portions thereof to any rating agency,
commercial paper dealer or provider of any guarantee, surety, credit or
liquidity enhancement to such Designated Lender.

         (b) Each party to this Agreement agrees that it will not institute
against, or join any other person in instituting against, any Designated Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or


                                       57
<PAGE>   62

other proceeding under any federal or state bankruptcy or similar law, for one
year and a day after all outstanding senior indebtedness of such Designated
Lender is paid in full. The Designating Bank for each Designated Lender agrees
to indemnify, save, and hold harmless each other party hereto for any loss,
cost, damage and expense arising out of its inability to institute any such
proceeding against such Designated Lender. This Section 9.07(b) shall survive
the termination of this Agreement.

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

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

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

         SECTION 9.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 9.12. Confidentiality. Each of the Administrative Agent and the
Banks agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and


                                       58
<PAGE>   63

other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable law or
regulation or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Assignee of or
Participant in, or any prospective Assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any direct or indirect
contractual counterparty in Derivatives Obligations or other swap agreements
relating to this Agreement or the Borrower or such contractual counterparty's
professional advisor, (g) with the consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent or
any Bank on a nonconfidential basis from a source other than the Borrower. For
the purposes of this Section, "INFORMATION" means all information received from
the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Bank on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.


                                       59
<PAGE>   64

         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.


                               LITTON INDUSTRIES, INC.


                               By: /s/ Timothy G. Paulson
                                   ----------------------------------------
                                    Title: Vice President and Treasurer
                                    Address:  21240 Burbank Blvd.
                                    Woodland Hills, CA 91367
                                    Telecopy:  818-598-3366
                                     Website:  www.litton.com


<PAGE>   65






COMMITMENTS
$32,500,000                           MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                      By: /s/ Robert Bottamedi
                                          ---------------------------------
                                           Title: Vice President



$32,500,000                           BANK OF AMERICA, N.A.


                                      By: /s/ Brad DeSpain
                                          ---------------------------------
                                           Title: Managing Director




$32,500,000                           THE CHASE MANHATTAN BANK


                                      By: /s/ Richard C. Smith
                                          ---------------------------------
                                           Title: Vice President




$27,500,000                           CITICORP USA, INC.


                                      By: /s/ Hillary Savoie
                                          ---------------------------------
                                           Title: Attorney-in-fact




$25,000,000                           THE BANK OF NEW YORK


                                      By: /s/ Mehrasa Raygani
                                          ---------------------------------
                                           Title: Assistant Vice President


<PAGE>   66


$25,000,000                           THE BANK OF NOVA SCOTIA


                                      By: /s/ R.P. Reynolds
                                          ---------------------------------
                                           Title: Director




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


                                      By: /s/ Joseph Perdenza
                                          ---------------------------------
                                           Title: Assistant Vice President




$22,500,000                           WELLS FARGO BANK


                                      By: /s/ Catherine M. Wallace
                                          ---------------------------------
                                           Title: Vice President




$20,000,000                           BANQUE NATIONALE DE PARIS


                                      By: /s/ C. Bettles
                                          ---------------------------------
                                           Title: Sr. Vice President


                                      By: /s/ Brian Dixon
                                          ---------------------------------
                                           Title: Vice President





<PAGE>   67



$20,000,000                           THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED


                                      By: /s/ Vicente Timiraos
                                          ---------------------------------
                                            Title: Joint General Manager




$20,000,000                           MELLON BANK, N.A.


                                      By: /s/ Lawrence Ivey
                                          ---------------------------------
                                           Title: Vice President




$15,000,000                           BANCA DI ROMA, SAN FRANCISCO
                                          BRANCH


                                      By: /s/ Thomas C. Woodruff
                                          ---------------------------------
                                          Title: Vice President



                                      By: /s/ Richard G. Dietz
                                          ---------------------------------
                                           Title: Vice President




$15,000,000                           FIRST UNION NATIONAL BANK


                                      By: /s/ Rit Amin
                                          ---------------------------------
                                           Title: Vice President






<PAGE>   68


$15,000,000                           THE NORTHERN TRUST COMPANY


                                      By: /s/ Nicole Boehm
                                          ---------------------------------
                                           Title: Officer




$15,000,000                           THE SANWA BANK LTD., LOS
                                         ANGELES BRANCH


                                      By: /s/ Toshiko Boyd
                                          ---------------------------------
                                           Title: Vice President




$15,000,000                           THE SUMITOMO BANK LIMITED


                                      By: /s/ Al Galluzzo
                                          ---------------------------------
                                           Title: Senior Vice President




$15,000,000                           UNICREDITO ITALIANO


                                      By: /s/ Charles Michael
                                          ---------------------------------
                                           Title: Vice President


                                      By: /s/ Saiyed A. Abbas
                                          ---------------------------------
                                           Title: Vice President






<PAGE>   69



$15,000,000                           WHITNEY NATIONAL BANK


                                      By: /s/ Elmer Hemphill
                                          ---------------------------------
                                           Title: Senior Vice President




$12,500,000                           KBC BANK N.V.


                                      By: /s/ Robert Snauffer
                                          ---------------------------------
                                           Title: First Vice President


                                      By: /s/ Patrick A. Janssens
                                          ---------------------------------
                                           Title: Vice President


TOTAL COMMITMENTS
$400,000,000


<PAGE>   70


                                      MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK, as
                                        Administrative Agent

                                      By: /s/ Robert Bottamedi
                                         ----------------------------------
                                           Title: Vice President
                                           Address:     60 Wall Street
                                           New York, NY  10260-0060
                                           Attention: Robert Bottamedi
                                           Telephone number: 212-648-1349



<PAGE>   71


                                PRICING SCHEDULE


         The "BASE RATE MARGIN", "EURO-DOLLAR MARGIN", "CD MARGIN" and "FACILITY
FEE RATE" for any day are the respective percentages set forth below in the
applicable row under the column corresponding to the Status that exists on such
day:

<TABLE>
<CAPTION>

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

         STATUS             LEVEL I       LEVEL II      LEVEL III      LEVEL IV
--------------------------------------------------------------------------------
<S>                         <C>           <C>            <C>            <C>
Base Rate Margin
 Utilization < 33 %         0.0000%        0.0000%        0.1250%        1.0000%
 Utilization > 33 %         0.0000%        0.0000%        0.3750%        1.0000%
             -
Euro-Dollar Margin
 Utilization < 33 %         0.3750%        0.6000%        0.9000%        1.6250%
 Utilization > 33 %         0.5000%        0.7250%        1.1500%        1.6250%
             -
CD Margin
 Utilization < 33 %         0.5000%        0.7250%        1.0250%        1.7500%
 Utilization > 33 %         0.6250%        0.8500%        1.2750%        1.7500%
             -
Facility Fee Rate           0.1250%       0.15000%        0.2250%        0.3750%
--------------------------------------------------------------------------------
</TABLE>

         For purposes of this Schedule, the following terms have the following
meanings:

         "D&P" means Duff & Phelps Credit Rating Co., and its successors.

         "LEVEL I STATUS" exists at any date if, at such date, the Borrower's
long-term debt is rated BBB+/Baa1 or higher by at least two Rating Agencies.

         "LEVEL II STATUS" exists at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB/Baa2 or higher by at least two Rating
Agencies and (ii) Level I Status does not exist at such date.

         "LEVEL III STATUS" exists at any date if, at such date, (i) the
Borrower's long-term debt is rated BBB-/Baa3 or higher by at least two Rating
Agencies and (ii) neither Level I Status nor Level II Status exists at such
date.

         "LEVEL IV STATUS" exists at any date, if at such date, none of Level I
Status, Level II Status or Level III Status exists.

         "MOODY'S" means Moody's Investors Service, Inc., and its successors.

         "RATING AGENCIES" means D&P, Moody's and S&P.


                                       1

<PAGE>   72

         "S&P" means Standard & Poor's Ratings Group, and its successors.

         "STATUS" refers to the determination of which of Level I Status, Level
II Status, Level III Status or Level IV Status exists at any date.

         "UTILIZATION" means at any date the percentage equivalent of a fraction
(i) the numerator of which is the aggregate outstanding principal amount of the
Loans at such date, after giving effect to any borrowing or payment on such
date, and (ii) the denominator of which is the aggregate amount of the
Commitments at such date, after giving effect to any reduction of the
Commitments on such date. For purposes of this Schedule, if for any reason any
Loans remain outstanding after termination of the Commitments, the Utilization
for each date on or after the date of such termination shall be deemed to be
greater than 33%.

         The credit ratings to be utilized for purposes of determining a Status
hereunder are those assigned to the senior unsecured long-term debt of the
Borrower without third-party credit enhancement, and any rating assigned to any
other debt of the Borrower shall be disregarded; provided that if at any time
the Borrower's senior unsecured long-term debt is rated by exactly two Rating
Agencies and the ratings assigned to such debt by such two Rating Agencies are
more than one full rating category apart, Status shall be determined based on a
rating one category higher than the lower of such two ratings (e.g., if the S&P
rating is BBB+, the Moody's rating is Baa3 and there is no D&P rating, then
Level II Status shall exist); provided further that if at any time the
Borrower's senior unsecured long-term debt, without third party credit
enhancement, is not rated by at least two Rating Agencies, then Status shall be
level IV Status. The rating in effect at any date is that in effect at the close
of business on such date.


                                       2

<PAGE>   73


                               COMMITMENT SCHEDULE

<TABLE>
<CAPTION>

BANK                                                                 COMMITMENT
------------------------------------------                          ------------
<S>                                                                 <C>
Morgan Guaranty Trust Company of New York                            $32,500,000

Bank of America, N.A.                                                $32,500,000

The Chase Manhattan Bank                                             $32,500,000

Citicorp USA, Inc.                                                   $27,500,000

The Bank of New York                                                 $25,000,000

The Bank of Nova Scotia                                              $25,000,000

Bank One, N.A.                                                       $25,000,000

Wells Fargo Bank                                                     $22,500,000

Banque Nationale de Paris                                            $20,000,000

The Industrial Bank of Japan, Limited                                $20,000,000

Mellon Bank, N.A.                                                    $20,000,000

Banca di Roma, San Francisco Branch                                  $15,000,000

First Union National Bank                                            $15,000,000

The Northern Trust Company                                           $15,000,000

The Sanwa Bank Ltd., Los Angeles Branch                              $15,000,000

The Sumitomo Bank Limited                                            $15,000,000

Unicredito Italiano                                                  $15,000,000

Whitney National Bank                                                $15,000,000

KBC Bank N.V.                                                        $12,500,000
                                                                    ------------
         Total                                                      $400,000,000
</TABLE>



<PAGE>   74


                                                                       EXHIBIT A

                                      NOTE
                                                              New York, New York
                                                                          [Date]

         For value received, Litton Industries, Inc. a Delaware corporation (the
"BORROWER"), promises to pay to the order of (the "BANK"), for the account of
its Applicable Lending Office, the unpaid principal amount of each Loan made by
the Bank to the Borrower pursuant to the Five-Year Credit Agreement referred to
below on the maturity date provided for in the Five-Year Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of each such
Loan on the dates and at the rate or rates provided for in the Five-Year Credit
Agreement. All such payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately available funds at
the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New
York, New York.

         All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Five-Year Credit Agreement.

         This note is one of the Notes referred to in the Five-Year Credit
Agreement dated as of March 22, 2000 among the Borrower, the banks parties
thereto and Morgan Guaranty Trust Company of New York, as Administrative Agent
(as the same may be amended from time to time, the "FIVE-YEAR CREDIT
AGREEMENT"). Terms defined in the Five-Year Credit Agreement are used herein
with the same meanings. Reference is made to the Five-Year Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity
hereof.

                                            LITTON INDUSTRIES, INC.


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



<PAGE>   75



                                  Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>

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

                                            TYPE             AMOUNT OF           MATURITY            NOTATION
DATE               AMOUNT OF LOAN         OF LOAN        PRINCIPAL REPAID          DATE              MADE BY
----------------------------------------------------------------------------------------------------------------
<S>               <C>                    <C>             <C>                     <C>                 <C>
----------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


                                       2
<PAGE>   76


                                                                       EXHIBIT B

                       FORM OF MONEY MARKET QUOTE REQUEST
                                                                          [Date]

To:      Morgan Guaranty Trust Company of New York

From:    Litton Industries, Inc.

Re:      Five-Year Credit Agreement (as amended from time to time, the
         "FIVE-YEAR CREDIT AGREEMENT") dated as of March 22, 2000 among the
         Borrower, the Banks parties thereto and Morgan Guaranty Trust Company
         of New York, as Administrative Agent

         We hereby give notice pursuant to Section 2.03 of the Five-Year Credit
Agreement that we request Money Market Quotes for the following proposed Money
Market Borrowing(s):

Date of Borrowing:  __________________

<TABLE>
<CAPTION>

Principal Amount*                                  Interest Period**
----------------                                   -----------------

<S>                                                <C>
$

</TABLE>

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Terms used herein have the meanings assigned to them in the Five-Year
Credit Agreement.

                                            LITTON INDUSTRIES, INC.


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

-------------------
     *Amount must be $15,000,000 or a larger multiple of $1,000,000.

    **Not less than one month (LIBOR Auction) or not less than 14 days
(Absolute Rate Auction), subject to the provisions of the definition of
Interest Period.


<PAGE>   77

                                                                       EXHIBIT C

                   FORM OF INVITATION FOR MONEY MARKET QUOTES

To:    [Name of Bank]

Re:    Invitation for Money Market Quotes to Litton Industries, Inc.
       (the "BORROWER")

         Pursuant to Section 2.03 of the Five-Year Credit Agreement (as amended
from time to time, the "FIVE-YEAR CREDIT AGREEMENT") dated as of March 22, 2000
among the Borrower, the Banks parties thereto and the undersigned, as
Administrative Agent, we are pleased on behalf of the Borrower to invite you to
submit Money Market Quotes to the Borrower for the following proposed Money
Market Borrowing(s):

Date of Borrowing:  __________________

<TABLE>
<CAPTION>

Principal Amount                                   Interest Period
----------------                                   ---------------

<S>                                                <C>
$

</TABLE>


         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Please respond to this invitation by no later than [2:00 P.M.] [9:30
A.M.] (New York City time) on [date].

         Terms used herein have the meanings assigned to them in the Five-Year
Credit Agreement.


                                       MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK


                                       By:
                                          -----------------------------
                                          Name:
                                          Title: Authorized Officer

<PAGE>   78



                                                                       EXHIBIT D

                           FORM OF MONEY MARKET QUOTE


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Administrative Agent
60 Wall Street
New York, New York  10260-0060

Attention:

Re:   Money Market Quote to
      Litton Industries, Inc. (the "BORROWER")

         In response to your invitation on behalf of the Borrower dated
_____________, 19__, we hereby make the following Money Market Quote on the
following terms:

         1. Quoting Bank: ________________________________

         2. Person to contact at Quoting Bank:

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

         3. Date of Borrowing: ____________________

         4. We hereby offer to make Money Market Loan(s) in the following
            principal amounts, for the following Interest Periods and at
            the following rates:

<TABLE>
<CAPTION>
                                                   Money Market
Principal Amount**         Interest Period***      Margin****              Absolute Rate*****
------------------         ------------------      ----------              ------------------
<S>                        <C>                     <C>                     <C>
$
$
</TABLE>

                  [Provided, that the aggregate principal amount of Money Market
                  Loans for which the above offers may be accepted shall not
                  exceed $____________.]**


         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Five-Year Credit




<PAGE>   79

Agreement (as amended from time to time, the "FIVE-YEAR CREDIT AGREEMENT") dated
as of March 22, 2000 among the Borrower, the Banks parties thereto and
yourselves, as Administrative Agent, irrevocably obligates us to make the Money
Market Loan(s) for which any offer(s) are accepted, in whole or in part.

         Terms used herein have the meanings assigned to them in the Five-Year
Credit Agreement.

                                             Very truly yours,


                                             [NAME OF BANK]



Dated:                                       By:
       ---------------------                    -------------------------------
                                                Name:
                                                Title: Authorized Officer


-----------------
**       Principal amount bid for each Interest Period may not exceed principal
         amount requested. Specify aggregate limitation if the sum of the
         individual offers exceeds the amount the Bank is willing to lend. Bids
         must be made for $5,000,000 or a larger multiple of $1,000,000.

***      Not less than one month or not less than 14 days, as specified in the
         related Invitation. No more than five bids are permitted for each
         Interest Period.

****     Margin over or under the London Interbank Offered Rate determined for
         the applicable Interest Period. Specify percentage (to the nearest
         1/10,000 of 1%) and specify whether "PLUS" or "MINUS".

*****    Specify rate of interest per annum (to the nearest 1/10,000th of 1%).


                                        2
<PAGE>   80


                                                                       EXHIBIT E

                                   OPINION OF
                            COUNSEL FOR THE BORROWER

                                                      [Dated the Effective Date]

To the Banks and the Administrative Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Administrative Agent
60 Wall Street
New York, New York  10260-0060

Dear Sirs:

         I am the chief legal officer of Litton Industries, Inc. (the
"BORROWER") and have acted in that capacity in connection with the Five-Year
Credit Agreement (the "FIVE-YEAR CREDIT AGREEMENT") dated as of March 22, 2000
among the Borrower, the banks listed on the signature pages thereof and Morgan
Guaranty Trust Company of New York, as Administrative Agent. Terms defined in
the Five-Year Credit Agreement are used herein as therein defined.

         I, or a member of my department who reports to me, has examined
originals or copies, certified or otherwise identified to my or his or her
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I or he or she have deemed necessary or advisable for purposes
of this opinion.

         Upon the basis of the foregoing, I am of the opinion that:

         1. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

         2. The execution, delivery and performance by the Borrower of the
Five-Year Credit Agreement and the Notes are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the




<PAGE>   81

Borrower or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower or any of its Subsidiaries.

         3. The Five-Year Credit Agreement constitutes a valid and binding
agreement of the Borrower and each Note constitutes a valid and binding
obligation of the Borrower, in each case enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

         4. The Borrower is a party to various contracts with the U.S.
Government. In the current government contracting environment, contractors,
sometimes without their knowledge, are subject to investigations by the U.S.
Government initiated in various ways. I am aware of ongoing investigations with
which the Borrower is cooperating. Should any investigation result in the filing
of formal charges against the Borrower by the U.S. Government, disclosure will
be made if the amount involved or the relief sought is deemed by the Borrower to
be material. Except for actions, suits or proceedings (i) described in the
Borrower's 1999 Form 10-K and the Borrower's Form 10-Q filed for the quarterly
period ended October 31, 1999 and disclosed in writing to the Banks, there is no
action, suit or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official, an adverse
decision in which could materially adversely affect the business, consolidated
financial position or consolidated results of operations of the Borrower and its
Consolidated Subsidiaries, taken as a whole, or which in any manner questions
the validity of the Five-Year Credit Agreement or the Notes.

         5. Each of the Borrower's Material Subsidiaries is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

         All of the foregoing opinions are rendered as of the date hereof. I
assume no obligation to update such opinion to reflect any facts or
circumstances which may hereafter come to my attention or changes in the law
which may hereafter occur.

         I am a member of the Bar of the State of California, and the foregoing
opinion is limited to the laws of the State of California, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America. Inasmuch as the Five-Year Credit Agreement and the Notes are
governed by the law of the State of New York, I have assumed for purposes of the
foregoing opinion that such law is the same as the law of the State of
California.

                                  Very truly yours,



                                       2
<PAGE>   82

                                                                       EXHIBIT F

                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                          FOR THE ADMINISTRATIVE AGENT
-------------------------------------------------------------------------------

                                                      [Dated the Effective Date]

To the Banks and the Administrative Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Administrative Agent
60 Wall Street
New York, New York  10260-0060

Dear Sirs:

         We have participated in the preparation of the Five-Year Credit
Agreement (the "FIVE-YEAR CREDIT AGREEMENT") dated as of March 22, 2000 among
Litton Industries, Inc., a Delaware corporation (the "BORROWER"), the banks
listed on the signature pages thereof (the "BANKS") and Morgan Guaranty Trust
Company of New York, as Administrative Agent (the "ADMINISTRATIVE AGENT"), and
have acted as special counsel for the Administrative Agent for the purpose of
rendering this opinion pursuant to Section 3.01(c) of the Five-Year Credit
Agreement. Terms defined in the Five-Year Credit Agreement are used herein as
therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that:

         1. The execution, delivery and performance by the Borrower of the
Five-Year Credit Agreement and the Notes are within the Borrower's corporate
powers and have been duly authorized by all necessary corporate action.

         2. The Five-Year Credit Agreement constitutes a valid and binding
agreement of the Borrower and each Note constitutes a valid and binding
obligation of the Borrower, in each case enforceable in accordance with its
terms,



<PAGE>   83

except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.

         3. The documents delivered to the Administrative Agent by the Borrower
pursuant to Section 3.01 of the Five-Year Credit Agreement are substantially
responsive to the requirements of said Section.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York) in
which any Bank is located which limits the rate of interest that such Bank may
charge or collect.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.



                                       Very truly yours,



                                       2

<PAGE>   84


                                                                       EXHIBIT G

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the
"ASSIGNOR"), [ASSIGNEE] (the "ASSIGNEE"), LITTON INDUSTRIES, INC. (the
"BORROWER") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "ADMINISTRATIVE AGENT").

                               W I T N E S S E T H

         WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT")
relates to the Five-Year Credit Agreement dated as of March 22, 2000 among the
Borrower, the Assignor and the other Banks party thereto, as Banks, and the
Administrative Agent (as amended from time to time, the "FIVE-YEAR CREDIT
AGREEMENT");

         WHEREAS, as provided under the Five-Year Credit Agreement, the Assignor
has a Commitment to make Committed Loans to the Borrower in an aggregate
principal amount at any time outstanding not to exceed $__________;

         WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Five-Year Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof; and

         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Five-Year Credit Agreement in respect of a
portion of its Commitment thereunder in an amount equal to $__________ (the
"ASSIGNED AMOUNT"), together with a corresponding portion of its outstanding
Committed Loans, and the Assignee proposes to accept assignment of such rights
and assume the corresponding obligations from the Assignor on such terms;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Five-Year Credit
Agreement.

         SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Five-Year Credit Agreement
to the extent of the Assigned Amount, and the Assignee hereby accepts such
assignment from the Assignor and assumes all of the obligations of the Assignor



<PAGE>   85

under the Five-Year Credit Agreement to the extent of the Assigned Amount,
including the purchase from the Assignor of the corresponding portion of the
principal amount of the Committed Loans made by the Assignor outstanding at the
date hereof. Upon the execution and delivery hereof by the Assignor, the
Assignee, the Borrower and the Administrative Agent and the payment of the
amounts specified in Section 3 required to be paid on the date hereof (i) the
Assignee shall, as of the date hereof, succeed to the rights and be obligated to
perform the obligations of a Bank under the Five-Year Credit Agreement with a
Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of
the Assignor shall, as of the date hereof, be reduced by a like amount and the
Assignor released from its obligations under the Five-Year Credit Agreement to
the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

         SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them. It is
understood that commitment and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees accruing from and including the
date hereof in respect of the Assigned Amount are for the account of the
Assignee. Each of the Assignor and the Assignee hereby agrees that if it
receives any amount under the Five-Year Credit Agreement which is for the
account of the other party hereto, it shall receive the same for the account of
such other party to the extent of such other party's interest therein and shall
promptly pay the same to such other party.

         SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent, pursuant to Section 9.06(c) of the Five-Year Credit Agreement. The
execution of this Agreement by the Borrower and the Administrative Agent is
evidence of this consent. Pursuant to Section 9.06(c) the Borrower agrees to
execute and deliver a Note payable to the order of the Assignee to evidence the
assignment and assumption provided for herein.

         SECTION 5. Non-reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Five-Year Credit Agreement or any Note. The Assignee
acknowledges that it has, independently and without reliance on the Assignor,
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement and will
continue to be



                                       2

<PAGE>   86

responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower.

         SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                            [ASSIGNOR]


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


                                            [ASSIGNEE]



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



                                            LITTON INDUSTRIES, INC.



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


                                       3



<PAGE>   87

                                            MORGAN GUARANTY TRUST
                                              COMPANY OF NEW YORK



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



                                       4
<PAGE>   88


                                                                       EXHIBIT H

                              DESIGNATION AGREEMENT

                       dated as of ________________, _____


         Reference is made to the Five-Year Credit Agreement dated as of March
22, 2000 (as amended from time to time, the "FIVE-YEAR CREDIT AGREEMENT") among
Litton Industries, Inc., a Delaware corporation (the "BORROWER"), the banks
party thereto (the "BANKS") and Morgan Guaranty Trust Company of New York, as
Administrative Agent (the "ADMINISTRATIVE AGENT"). Terms defined in the
Five-Year Credit Agreement are used herein with the same meaning.

         _________________ (the "DESIGNATOR") and ________________ (the
"DESIGNEE") agree as follows:

         1. The Designator designates the Designee as its Designated Lender
under the Five-Year Credit Agreement and the Designee accepts such designation.

         2. The Designator makes no representations or warranties and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Five-Year Credit Agreement or any other instrument or document furnished
pursuant thereto.

         3. The Designee confirms that it is an Eligible Designee; appoints and
authorizes the Designator as its administrative agent and attorney-in-fact and
grants the Designator an irrevocable power of attorney to receive payments made
for the benefit of the Designee under the Five-Year Credit Agreement and to
deliver and receive all communications and notices under the Five-Year Credit
Agreement, if any, that the Designee is obligated to deliver or has the right to
receive thereunder; and acknowledges that the Designator retains the sole right
and responsibility to vote under the Five-Year Credit Agreement, including,
without limitation, the right to approve any amendment or waiver of any
provision of the Five-Year Credit Agreement, and agrees that the Designee shall
be bound by all such votes, approvals, amendments and waivers and all other
agreements of the Designator pursuant to or in connection with the Five-Year
Credit Agreement, all subject to Section 9.05(b) of the Five-Year Credit
Agreement.

         4. The Designee confirms that it has received a copy of the Five-Year
Credit Agreement, together with copies of the most recent financial statements
referred to in Article 4 or delivered pursuant to Article 5 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Designation Agreement; agrees
that it will, independently and without reliance upon the Agent, the Designator
or any other Bank and based on such



<PAGE>   89

documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action it may be
permitted to take under the Five-Year Credit Agreement. The Designee
acknowledges that it is subject to and bound by the confidentiality provisions
of the Five-Year Credit Agreement (except as provided in Section 9.07(a)
thereof).

         5. Following the execution of this Designation Agreement by the
Designator and the Designee and the consent hereto by the Borrower, it will be
delivered to the Administrative Agent for its consent. This Designation
Agreement shall become effective when the Administrative Agent consents hereto
or on any later date specified on the signature page hereof.

         6. Upon the effectiveness hereof, (a) the Designee shall have the right
to make Loans or portions thereof as a Bank pursuant to Section 2.01 or 2.03 of
the Five-Year Credit Agreement and the rights of a Bank related thereto and (b)
the making of any such Loans or portions thereof by the Designee shall satisfy
the obligations of the Designator under the Five-Year Credit Agreement to the
same extent, and as if, such Loans or portions thereof were made by the
Designator.

         7. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         IN WITNESS WHEREOF, the parties have caused this Designation Agreement
to be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date*:______ , ____




                                            [NAME OF DESIGNATOR]



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


--------------------
     * This date should be no earlier than the date of the Administrative
Agent's consent hereto.


                                       H-2
<PAGE>   90

                                            [NAME OF DESIGNEE]



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


The undersigned consent to the foregoing designation.


                                            LITTON INDUSTRIES, INC.



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







                                            MORGAN GUARANTY TRUST
                                              COMPANY  OF NEW YORK, as
                                              Administrative Agent



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

                                      H-3