<PAGE>   1
                                                                     Exhibit 4.2


                                                                  CONFORMED COPY



                                  $400,000,000


                                CREDIT AGREEMENT


                                   dated as of


                                 March 27, 1998


                                      among


                             Litton Industries, Inc.


                             The Banks Listed Herein


                                       and


                   Morgan Guaranty Trust Company of New York,
                                    as Agent

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

                          J.P. Morgan Securities Inc.,
                                    Arranger


<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
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<S>                                                                                                           <C>
                                                    ARTICLE 1
                                                   DEFINITIONS

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

                                                    ARTICLE 2
                                                   THE CREDITS

SECTION 2.01.  Commitments to Lend..............................................................................17
SECTION 2.02.  Notice of Committed Borrowings...................................................................17
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................................................................................23
SECTION 2.07.  Interest Rates...................................................................................24
SECTION 2.08.  Facility Fee.....................................................................................27
SECTION 2.09.  Optional Termination or Reduction of Commitments.................................................27
SECTION 2.10.  Scheduled Termination of Commitments.............................................................27
SECTION 2.11.  Optional Prepayments.............................................................................27
SECTION 2.12.  General Provisions as to Payments................................................................28
SECTION 2.13.  Funding Losses...................................................................................29
SECTION 2.14.  Computation of Interest and Fees.................................................................29
SECTION 2.15.  Regulation D Compensation........................................................................29
SECTION 2.16.  Method of Electing Interest Rates................................................................30

                                                    ARTICLE 3
                                                    CONDITIONS

SECTION 3.01.  Effectiveness....................................................................................32
SECTION 3.02.  Borrowings.......................................................................................33

                                                    ARTICLE 4
                                          REPRESENTATIVES AND WARRANTIES

SECTION 4.01.  Corporate Existence and Power....................................................................33
SECTION 4.02.  Corporate and Governmental Authorization; No
           Contravention........................................................................................34
</TABLE>



<PAGE>   3


<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 4.03.  Binding Effect...................................................................................34
SECTION 4.04.  Financial Information............................................................................34
SECTION 4.05.  Litigation.......................................................................................35
SECTION 4.06.  Compliance with ERISA............................................................................35
SECTION 4.07.  Environmental Matters............................................................................35
SECTION 4.08.  Taxes............................................................................................36
SECTION 4.09.  Material Subsidiaries............................................................................36
SECTION 4.10.  Not an Investment Company........................................................................36
SECTION 4.11.  Use of Proceeds..................................................................................36
SECTION 4.12.  Full Disclosure..................................................................................36

                                                    ARTICLE 5
                                                    COVENANTS

SECTION 5.01.  Information......................................................................................37
SECTION 5.02.  Maintenance of Property; Insurance...............................................................39
SECTION 5.03.  Maintenance of Existence.........................................................................39
SECTION 5.04.  Compliance with Laws.............................................................................39
SECTION 5.05.  Leverage Ratio ..................................................................................40
SECTION 5.06.  Minimum Consolidated Net Worth...................................................................40
SECTION 5.07.  Interest Coverage Ratio..........................................................................40
SECTION 5.08.  Subsidiary Debt Limitation.......................................................................40
SECTION 5.09.  Negative Pledge..................................................................................40
SECTION 5.10.  Consolidations, Mergers and Sales of Assets......................................................41
SECTION 5.11.  Limitation on Affiliate Transactions.............................................................41

                                                    ARTICLE 6
                                                     DEFAULTS

SECTION 6.01.  Events of Default................................................................................41
SECTION 6.02.  Notice of Default................................................................................44

                                                    ARTICLE 7
                                                    THE AGENT

SECTION 7.01.  Appointment and Authorization....................................................................44
SECTION 7.02.  Agent and Affiliates.............................................................................44
SECTION 7.03.  Action by Agent..................................................................................44
SECTION 7.04.  Consultation with Experts........................................................................44
SECTION 7.05.  Liability of Agent...............................................................................44
SECTION 7.06.  Indemnification..................................................................................45
</TABLE>



                                       ii

<PAGE>   4


<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
SECTION 7.07.  Credit Decision..................................................................................45
SECTION 7.08.  Successor Agent..................................................................................45
SECTION 7.09.  Agent's Fees.....................................................................................46

                                                    ARTICLE 8
                                             CHANGE IN CIRCUMSTANCES

SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair.........................................46
SECTION 8.02.  Illegality.......................................................................................47
SECTION 8.03.  Increased Cost and Reduced Return................................................................47
SECTION 8.04.  Taxes............................................................................................49
SECTION 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans........................................50
SECTION 8.06.  Substitution of Bank.............................................................................51

                                                    ARTICLE 9
                                                  MISCELLANEOUS

SECTION 9.01.  Notices..........................................................................................51
SECTION 9.02.  No Waivers.......................................................................................52
SECTION 9.03.  Expenses; Indemnification........................................................................52
SECTION 9.04.  Sharing of Set-Offs..............................................................................52
SECTION 9.05.  Amendments and Waivers...........................................................................52
SECTION 9.06.  Successors and Assigns...........................................................................53
SECTION 9.07.  Designated Lenders...............................................................................53
SECTION 9.08.  Collateral.......................................................................................56
SECTION 9.09.  Governing Law; Submission to Jurisdiction........................................................56
SECTION 9.10.  Counterparts; Integration........................................................................56
SECTION 9.11.  WAIVER OF JURY TRIAL.............................................................................56
</TABLE>

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 Agent
Exhibit G  -  Assignment and Assumption Agreement
Exhibit H  -  Designation Agreement
Exhibit I  -  Extension Agreement



                                      iii


<PAGE>   5


                                CREDIT AGREEMENT

           AGREEMENT dated as of March 27, 1998 among LITTON INDUSTRIES, INC.,
the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as 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 QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the 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 Morgan Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

           "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).



<PAGE>   6

           "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.

           "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 1997 FORM 10-K" means the Borrower's annual report on
Form 10-K for the fiscal year ended July 31, 1997, 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.

           "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 _____________, _____________, and Morgan
Guaranty Trust Company of New York, or such other bank or banks as the Borrower
and the Agent may from time to time mutually designate.



                                       2

<PAGE>   7

           "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;

                (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



                                       3

<PAGE>   8

        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.

           "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



                                        4

<PAGE>   9

such Consolidated Net Income, Consolidated Interest Expense for such period and
the provision for income taxes for such period.

           "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.

           "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.

           "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.



                                       5

<PAGE>   10

           "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.

           "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 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.



                                       6

<PAGE>   11

           "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.

           "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 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.



                                       7

<PAGE>   12

           "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
________________, __________________ and Morgan Guaranty Trust Company of New
York, or such other bank or banks as the Borrower and the 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).

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

           "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 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



                                       8

<PAGE>   13

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 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 of Borrowing; 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;



                                       9

<PAGE>   14

                (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;

            (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 of
Borrowing; 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;



                                       10

<PAGE>   15

           (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

                (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 the four fiscal
quarters most recently ended on or prior to such date.

           "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 Notes) 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



                                       11

<PAGE>   16

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.

           "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) $845,000,000 plus (ii) for each fiscal quarter of the Borrower
commencing after January 31, 1998 and on or prior to such date for which



                                       12

<PAGE>   17

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 January 31, 1998 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.

           "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 Agent; provided that any Bank may from time to time by notice to the
Borrower and the 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.



                                       13

<PAGE>   18

           "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)).

           "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.



                                       14

<PAGE>   19

           "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 at least 55% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding at least 55% 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 26, 1999 or such later date to which
the Termination Date shall have been extended pursuant to Section 2.01(b), 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.



                                       15

<PAGE>   20

           "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 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 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 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).



                                       16

<PAGE>   21


                                    ARTICLE 2
                                   THE CREDITS

           SECTION 2.01. Commitments to Lend. (a) 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, prepay
Loans and reborrow at any time during the Revolving Credit Period under this
Section 2.01.

            (b) The Termination Date may be extended in the manner set forth in
this subsection (b) for a period of 364 days from the Termination Date then in
effect. If the Borrower wishes to request an extension of the Termination Date,
it shall give written notice to that effect to the Agent not less than 40 nor
more than 55 days prior to the Termination Date then in effect, whereupon the
Agent shall promptly notify each of the Banks of such request. Each Bank will
use its best efforts to respond to such request, whether affirmatively or
negatively, as it may elect in its sole discretion, within 20 days of such
notice to the Agent. If less than all Banks respond affirmatively to such
request within such 20 days, then the Borrower may request the Banks that do not
elect to extend the Termination Date to assign their Commitments in their
entirety, no later than 5 days prior to the Termination Date then in effect, to
one or more Assignees pursuant to Section ? which Assignees will agree to extend
the Termination Date. If all Banks (including such Assignees and excluding their
respective transferor Banks) respond affirmatively, then, subject to receipt by
the Agent of counterparts of an Extension Agreement in substantially the form of
Exhibit I hereto duly completed and signed by all of the parties thereto, the
Termination Date shall be extended to the date specified above.

           SECTION 2.02. Notice of Committed Borrowings. The Borrower shall give
the 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:



                                       17

<PAGE>   22



                (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
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 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:

                (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



                                       18

<PAGE>   23


                (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 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 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
        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 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); provided that Money Market Quotes
        submitted by the Agent (or any affiliate of the Agent) in the capacity
        of a Bank may be submitted, and may only be submitted, if the 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 Agent
        given on the instructions of the Borrower.



                                       19

<PAGE>   24

                        (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.

           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);



                                       20
<PAGE>   25


                                (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 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 Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The 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 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 Agent of its
acceptance or non-acceptance of the offers so notified 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,



                                       21

<PAGE>   26


                (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 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 Agent among such Banks as nearly as possible (in multiples
of $1,000,000, as the Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers. Determinations by the 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 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 Agent at its address referred to in Section 9.01. Unless the Agent
determines that any applicable condition specified in Article 3 has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower at the Agent's aforesaid address.

            (c) Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.04 and the 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 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 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 Agent, at the Federal Funds
Rate. If such



                                       22
<PAGE>   27



Bank shall repay to the 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 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 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
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 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.



                                       23

<PAGE>   28



            (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 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 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 amount in brackets being rounded upward, if necessary, to the next
higher 1/100 of 1%



                                       24

<PAGE>   29

           The "CD BASE RATE" applicable to any Interest Period is the rate of
interest determined by the 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. Section 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



                                       25

<PAGE>   30

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 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).

            (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.



                                       26

<PAGE>   31


            (f) The Agent shall determine each interest rate applicable to the
Loans hereunder. The 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 Agent as contemplated by this Section 2.07. If any Reference
Bank does not furnish a timely quotation, the 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 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 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 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 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'



                                       27

<PAGE>   32


notice to the Agent, subject to Section 2.13, prepay any CD Borrowing and (iii)
upon at least three Euro-Dollar Business Days' notice to the 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 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 Agent
at its address referred to in Section 9.01. The Agent will promptly distribute
to each Bank its ratable share of each such payment received by the 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 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 Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in



                                       28

<PAGE>   33


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
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 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 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)



                                       29
<PAGE>   34


(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 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:

                (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.



                                       30

<PAGE>   35



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

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

                        (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 Agent shall notify each Bank
of



                                       31

<PAGE>   36


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 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.



                                    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 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 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 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 Agent of an opinion of Davis Polk &
            Wardwell, special counsel for the 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; and

                        (d) receipt by the Agent of all documents it may
            reasonably request relating to the existence of the Borrower, the
            corporate authority



                                       32
<PAGE>   37


            for and the validity of this Agreement and the Notes, and any other
            matters relevant hereto, all in form and substance satisfactory to
            the Agent;

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 April
15, 1998. The Agent shall promptly notify the Borrower and each Bank of the
effectiveness of this Agreement, and such notice shall be conclusive and binding
on all parties hereto.

           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 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.



                                       33

<PAGE>   38

           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, 1996 and
1997 and the related consolidated statements of operations, shareholders'
investment and cash flows for each of the three years ended July 31, 1997,
reported on by Deloitte & Touche and set forth in the Borrower's 1997 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 January 31, 1998 and the related consolidated
statements of operations and cash flows for the six 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 six month period (subject to normal year-end
adjustments).

            (c) Since January 31, 1998 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.



                                       34

<PAGE>   39

           SECTION 4.05. Litigation. (a) Except for actions, suits or
proceedings (i) described in the Borrower's 1997 Form 10-K or (ii) commenced
after the date of 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 1997 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



                                       35

<PAGE>   40

compliance with environmental protection standards imposed by law or as a
condition of any license, permit or contract, any related constraints on
operating 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, 1997 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 the Agent or any 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 the Agent or any Bank will
be, true and accurate in all material respects on the date as of which such
information is stated



                                       36

<PAGE>   41

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 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



                                       37

<PAGE>   42

           Default then exists, setting forth the details thereof and the action
           which the Borrower is taking or proposes to take with respect
           thereto;

                      (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



                                       38

<PAGE>   43

           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 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 Agent, at the request of any Bank, may reasonably
           request.

           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 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.

           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.



                                       39

<PAGE>   44

           SECTION 5.05.  Leverage Ratio.  The Leverage Ratio will at no time
exceed 250%.

           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 and (ii) Debt owing to the Borrower or
another Subsidiary) will at no time exceed $175,000,000.

           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;

                      (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



                                       40

<PAGE>   45

           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.

                                    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;



                                       41

<PAGE>   46

                      (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 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, 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



                                       42

<PAGE>   47

           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 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 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 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.



                                       43

<PAGE>   48

           SECTION 6.02. Notice of Default. The 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 AGENT

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

           SECTION 7.02. 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 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 Agent hereunder.

           SECTION 7.03. Action by Agent. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the 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 Agent may consult with
legal counsel (who may be counsel for the Borrower), independent 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 Agent. Neither the 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 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



                                       44

<PAGE>   49

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 Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The 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.

           SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance
with its Commitment, indemnify the 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 the 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 the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

           SECTION 7.08.  Successor Agent.  The 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 Agent, subject to
the approval of the Borrower. If no successor 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 Agent gives notice
of resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor 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 Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent,



                                       45

<PAGE>   50

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 Agent.

           SECTION 7.09. Agent's Fees. The Borrower shall pay to the Agent for
its own account fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.



                                    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:

                      (a) the 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 Agent that the Adjusted CD Rate or the London Interbank Offered
           Rate, as the case may be, as determined by the 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 Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the 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 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.



                                       46

<PAGE>   51

           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 Agent, the Agent shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies
the Borrower and the Agent that the circumstances giving rise to such suspension
no longer exist, the obligation of such Bank to 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 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



                                       47

<PAGE>   52

(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 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 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 (including any determination by any such authority, central
bank or comparable agency that, for purposes of capital adequacy requirements,
the Commitments hereunder do not constitute commitments with an original
maturity of one year or less), 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 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 Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle



                                       48

<PAGE>   53

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 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
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Bank or the 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
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 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 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 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 Agent (as the case may be) and



                                       49

<PAGE>   54

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 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
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



                                       50

<PAGE>   55

Borrower shall, by at least five Euro-Dollar Business Days' prior notice to such
Bank through the 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 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 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 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 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 Agent under Article 2 or Article 8 shall
not be effective until received.



                                       51

<PAGE>   56

           SECTION 9.02. No Waivers. No failure or delay by the 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 Agent, including fees and disbursements of
special counsel for the Agent, in connection with the preparation and
administration of this Agreement, any waiver or consent 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 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 the Agent and each 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.



                                       52

<PAGE>   57

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 Agent are affected thereby, by the 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 Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations



                                       53

<PAGE>   58

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
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 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 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 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 Agent certification
as to exemption from deduction or withholding of any United States federal
income taxes in accordance with Section 8.04.



                                       54

<PAGE>   59

            (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.

           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 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 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 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
Agent, assign all or portions of its interest in any Loans to its Designating
Bank or to any financial institutions



                                       55

<PAGE>   60

consented to by the Borrower and the 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 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 the 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.



                                       56

<PAGE>   61

           SECTION 9.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE 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.



                                       57

<PAGE>   62



           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 & Treasurer

                                            Address: 21240 Burbank Blvd.
                                                     Woodland Hills, CA 91367
                                            Telecopy: 818-598-3366




                                        MORGAN GUARANTY TRUST
                                        COMPANY OF NEW YORK, as Agent


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

                                            Address: 60 Wall Street
                                                     New York, NY  10260-0060
                                            Telex number: 177615
                                            Facsimile number: (212) 648-5018





                                        BANK OF AMERICA NATIONAL
                                        TRUST AND SAVINGS ASSOCIATION


                                        By: /s/ Robert W. Troutman
                                            ---------------------------------
                                            Title: Managing Director



<PAGE>   63




                                        THE BANK OF NEW YORK


                                        By: /s/ Lisa Y. Brown
                                            ---------------------------------
                                            Title: Vice President



                                        THE BANK OF NOVA SCOTIA


                                        By: /s/ R. P. Reynolds
                                            ---------------------------------
                                            Title: Relationship Manager



                                        THE CHASE MANHATTAN BANK


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



                                        CREDIT SUISSE FIRST BOSTON


                                        By: /s/ Robert N. Finney
                                            ---------------------------------
                                            Title: Managing Director


                                        By: /s/ Thomas G. Muoio
                                            ---------------------------------
                                            Title: Vice President



                                        THE FIRST NATIONAL BANK OF
                                        CHICAGO


                                        By: /s/ Mark A. Isley
                                            ---------------------------------
                                            Title: First Vice President



<PAGE>   64




                                        MARINE MIDLAND BANK


                                        By: /s/ William M. Holland
                                            ---------------------------------
                                            Title: Vice President




                                        WELLS FARGO BANK, N. A.


                                        By: /s/ Eugene Fuentes
                                            ---------------------------------
                                            Title: Vice President



                                        By: /s/ Freida Youlios
                                            ---------------------------------
                                            Title: Vice President




                                        BANCA DI ROMA - SAN FRANCISCO


                                        By: /s/ A. Bianchi
                                            ---------------------------------
                                            Title: First Vice President



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



<PAGE>   65




                                        BANQUE NATIONALE DE PARIS


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


                                        By: /s/ Deborah Y. Gohh
                                            ---------------------------------
                                            Title: Vice President



                                        CREDITO ITALIANO


                                        By: /s/ Umberto Seretti
                                            ---------------------------------
                                            Title: Vice President


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



                                        MELLON BANK, N. A.


                                        By: /s/ L. C. Ivey
                                            ---------------------------------
                                            Title: Vice President



                                        NATIONSBANK OF TEXAS, N. A.


                                        By: /s/ George V. Hausler
                                            ---------------------------------
                                            Title: Vice President



<PAGE>   66



                                        BANK OF HAWAII


                                        By: /s/ Robert M. Wheeler III
                                            ---------------------------------
                                            Title: Vice President



                                        THE NORTHERN TRUST COMPANY


                                        By: /s/ Stephen B. Bowman
                                            ---------------------------------
                                            Title: Vice President



<PAGE>   67



                                PRICING SCHEDULE


           The "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          LEVEL V
----------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>              <C>                <C>               <C>   
Euro-Dollar Margin
 Utilization < 33 %               0.1950%           0.2250%          0.3250%           0.4250%            0.600%
             -
 Utilization > 33 %               0.2450%           0.2750%          0.3750%           0.4750%            0.650%
----------------------------------------------------------------------------------------------------------------
CD Margin
 Utilization < 33 %               0.320%            0.350%            0.450%            0.550%           0.7250%
             -
 Utilization > 33 %               0.370%            0.400%            0.500%            0.600%           0.7750%
----------------------------------------------------------------------------------------------------------------
Facility Fee Rate                 0.0550%           0.0750%           0.100%           0.1250%            0.150%
----------------------------------------------------------------------------------------------------------------
</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 A-/A3 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+/Baa1 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/Baa2 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, (i) the
Borrower's long-term debt is rated BBB-/Baa3 or higher by at least two Rating
Agencies and (ii) none of Level I Status, Level II Status or Level III Status
exists at such date.

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

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

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



<PAGE>   68

           "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, Level IV Status or Level V 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 III 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 V Status. The rating in effect at any date is that in effect at
the close of business on such date.



<PAGE>   69


                               COMMITMENT SCHEDULE


<TABLE>
<CAPTION>
BANK                                                                           COMMITMENT
------------------------------------------------------------------          -----------------
<S>                                                                         <C>
Morgan Guaranty Trust Company of New York                                      $35,000,000
Bank of America National Trust and Savings
Association                                                                    $30,000,000
The Bank of New York                                                           $30,000,000
The Bank of Nova Scotia                                                        $30,000,000
The Chase Manhattan Bank                                                       $30,000,000
Credit Suisse First Boston                                                     $30,000,000
The First National Bank of Chicago                                             $30,000,000
Marine Midland Bank                                                            $30,000,000
Wells Fargo Bank, N.A.                                                         $30,000,000
Banca Di Roma - San Francisco                                                  $20,000,000
Banque Nationale de Paris                                                      $20,000,000
Credito Italiano                                                               $20,000,000
Mellon Bank, N.A.                                                              $20,000,000
NationsBank of Texas, N.A.                                                     $20,000,000
Bank of Hawaii                                                                 $12,500,000
The Northern Trust Company                                                     $12,500,000
                                                                               -----------------
                                                    Total                      $400,000,000
</TABLE>



<PAGE>   70


                                                                       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 Credit Agreement referred to below
on the maturity date provided for in the 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 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 Credit Agreement.

           This note is one of the Notes referred to in the Credit Agreement
dated as of March 27, 1998 among the Borrower, the banks parties thereto and
Morgan Guaranty Trust Company of New York, as Agent (as the same may be amended
from time to time, the "CREDIT AGREEMENT"). Terms defined in the Credit
Agreement are used herein with the same meanings. Reference is made to the
Credit Agreement for provisions for the prepayment hereof and the acceleration
of the maturity hereof.


                                                    LITTON INDUSTRIES, INC.


                                                    By:_________________________
                                                       Name:
                                                       Title:



<PAGE>   71



                                  Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   72


                                                                       EXHIBIT B

                       FORM OF MONEY MARKET QUOTE REQUEST
                                                                          [Date]

To:            Morgan Guaranty Trust Company of New York

From:          Litton Industries, Inc.

Re:            Credit Agreement (as amended from time to time, the "CREDIT
               AGREEMENT") dated as of March 27, 1998 among the Borrower, the
               Banks parties thereto and Morgan Guaranty Trust Company of
               New York, as Agent

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

Date of Borrowing:  __________________


Principal Amount(*)                                 Interest Period(**)
$

           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 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>   73


                                                                       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 Credit Agreement (as amended from
time to time, the "CREDIT AGREEMENT") dated as of March 27, 1998 among the
Borrower, the Banks parties thereto and the undersigned, as 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:  __________________


Principal Amount                                           Interest Period
$

           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 Credit
Agreement.


                                                    MORGAN GUARANTY TRUST
                                                    COMPANY OF NEW YORK


                                                    By:_________________________
                                                       Name:
                                                       Title: Authorized Officer



<PAGE>   74



                                                                       EXHIBIT D

                           FORM OF MONEY MARKET QUOTE


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as 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>
Principal                     Interest                      Money Market                  Absolute
Amount(**)                    Period(***)                   Margin(****)                  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
           $____________.](**)

--------
           (*)As specified in the related Invitation.

                    (Notes continued on the following page.)



<PAGE>   75



           We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit Agreement
(as amended from time to time, the "CREDIT AGREEMENT") dated as of March 27,
1998 among the Borrower, the Banks parties thereto and yourselves, as 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 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%).




<PAGE>   76


                                                                       EXHIBIT E

                                   OPINION OF
                            COUNSEL FOR THE BORROWER

                                                      [Dated the Effective Date]

To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as 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 Credit
Agreement (the "CREDIT AGREEMENT") dated as of March 27, 1998 among the
Borrower, the banks listed on the signature pages thereof and Morgan Guaranty
Trust Company of New York, as Agent. Terms defined in the Credit Agreement are
used herein as therein defined.

           I have examined originals or copies, certified or otherwise
identified to my 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 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
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 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.



<PAGE>   77


             3. The 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. (a) Except for actions, suits or proceedings described in the
Borrower's 1997 Form 10-K, there is no action, suit or proceeding pending
against, or to the best of my knowledge threatened against or affecting, the
Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official, in which there is a reasonable
possibility of an adverse decision 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.

            (b) There is no action, suit or proceeding pending against, or to
the best of my knowledge 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 the 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.

           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 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,



<PAGE>   78


                                                                       EXHIBIT F

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

                                                      [Dated the Effective Date]

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

Dear Sirs:

           We have participated in the preparation of the Credit Agreement (the
"CREDIT AGREEMENT") dated as of March 27, 1998 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 Agent
(the "AGENT"), and have acted as special counsel for the Agent for the purpose
of rendering this opinion pursuant to Section 3.01(c) of the Credit Agreement.
Terms defined in the 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
Credit Agreement and the Notes are within the Borrower's corporate powers and
have been duly authorized by all necessary corporate action.

             2. The 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.



<PAGE>   79


             3. The documents delivered to the Agent by the Borrower pursuant to
Section 3.01 of the 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,


<PAGE>   80


                                                                       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 Agent (the
"AGENT").

                               W I T N E S S E T H

           WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT")
relates to the Credit Agreement dated as of March 27, 1998 among the Borrower,
the Assignor and the other Banks party thereto, as Banks, and the Agent (as
amended from time to time, the "CREDIT AGREEMENT");

           WHEREAS, as provided under the 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 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 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 Credit Agreement.

           SECTION 2.  Assignment.  The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the 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 under the
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


<PAGE>   81



and delivery hereof by the Assignor, the Assignee, the Borrower and the 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 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 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 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 Agent. This Agreement is
conditioned upon the consent of the Borrower and the Agent, pursuant to Section
9.06(c) of the Credit Agreement. The execution of this Agreement by the Borrower
and the 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 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
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.



<PAGE>   82



           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:



                                           MORGAN GUARANTY TRUST
                                           COMPANY OF NEW YORK


                                           By:_______________________________
                                              Name:
                                              Title:



<PAGE>   83


                                                                       EXHIBIT H

                              DESIGNATION AGREEMENT

                       dated as of ________________, _____


           Reference is made to the Credit Agreement dated as of March 27, 1998
(as amended from time to time, the "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 Agent (the "AGENT").
Terms defined in the 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 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 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 Credit Agreement and to deliver
and receive all communications and notices under the 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 Credit Agreement, including, without
limitation, the right to approve any amendment or waiver of any provision of the
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 Credit Agreement, all subject to Section
9.05(b) of the Credit Agreement.

             4. The Designee confirms that it has received a copy of the 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



<PAGE>   84

Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking any
action it may be permitted to take under the Credit Agreement. The Designee
acknowledges that it is subject to and bound by the confidentiality provisions
of the 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 Agent for its consent. This Designation Agreement shall become
effective when the 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 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 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:


                                                [NAME OF DESIGNEE]


                                                By:_____________________________
                                                   Name:



--------

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



<PAGE>   85


                                                   Title:

The undersigned consent to the foregoing designation.

                                                LITTON INDUSTRIES, INC.


                                                By:_____________________________
                                                   Name:
                                                   Title:



                                                MORGAN GUARANTY TRUST
                                                COMPANY  OF NEW YORK, as Agent


                                                By:_____________________________
                                                   Name:
                                                   Title:



<PAGE>   86


                                                                       EXHIBIT I



                               EXTENSION AGREEMENT


Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, CA 91367-6675

Morgan Guaranty Trust Company
    of New York, as Agent
    under the Credit Agreement
    referred to below
60 Wall Street
New York, NY  10260

Ladies and Gentlemen:

           Effective as of [effective date], the undersigned hereby agree to
extend the Termination Date as now in effect under the Amended and Credit
Agreement dated as of March 27, 1998 among Litton Industries, Inc., the Banks
listed therein and Morgan Guaranty Trust Company of New York, as Agent (the
"CREDIT AGREEMENT") to [Date]. Terms defined in the Credit Agreement are used
herein as therein defined.

           This Extension Agreement shall be construed in accordance with and
governed by the law of the State of New York.



                                                MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK, as Agent

                                                By:_____________________________
                                                   Title:


                                                [NAME OF BANK]

                                                By:_____________________________
                                                   Title:


Agreed and accepted:



<PAGE>   87

LITTON INDUSTRIES, INC.


By:_____________________________
   Title:



MORGAN GUARANTY TRUST COMPANY
    OF NEW YORK, as Agent


By:_____________________________
   Title:



<PAGE>   88


                           CROSS-REFERENCE TARGET LIST

   NOTE: DUE TO THE NUMBER OF TARGETS SOME TARGET NAMES MAY NOT APPEAR IN THE
                             TARGET PULL-DOWN LIST.
             (This list is for the use of the wordprocessor only, is
               not a part of this document and may be discarded.)


<TABLE>
<CAPTION>
ARTICLE/SECTION          TARGET NAME         ARTICLE/SECTION            TARGET NAME     ARTICLE/SECTION             TARGET NAME
===============          ===========         ===============            ===========     ===============             ===========
<S>              <C>                         <C>                        <C>             <C>                         <C>
1.03...................type.borrowings
2..........................the.credits
2.01......................comm.to.lend
2.01......................comm.to.lend
2.02..............note.comm.borrowings
2.03....................money.mart.opt
2.03(d)..............money.mart.borr.d
2.03(d)(i).........money.mart.borr.d.i
2.03(f)..............money.mart.borr.f
2.04......................notice.banks
2.04(a).................notice.banks.a
2.05.............................notes
2.07....................interest.rates
2.07(b)...............interest.rates.b
2.07(c)................interest.rate.c
2.07(d)...............interest.rates.d
2.09.....................optional.term
2.11...................opt.prepayments
2.11(a)..............opt.prepayments.a
2.11(c)..............opt.prepayments.c
2.13....................funding.losses
2.15........................reg.d.comp
2.16.............method.elect.int.rate
2.16(a)..............method.electing.a
2.16(d)..................not.ent.elect

3...........................conditions
3.01.....................effectiveness
3.01(d)...............receipt.by.agent
3.02(b)...................borrowings.b

4.......................rep.warranties

5............................covenants
5.05....................leverage.ratio
5.08....................sub.debt.limit
5.09...................nagative.pledge
5.11............limit.aff.transactions

6.01....................events.default
6.01(c)...............events.default.c

8........................change.circum
8.01...........basis.det.int.rate.ioru
8.01(a).............basis.det.int.rate
8.02........................illegality
8.03...............inc.cost.red.return
8.04.............................taxes
8.04(a)........................taxes.a
8.04(d)........................taxes.d

9.01...........................notices
9.03(b).................expenses.indem
9.05.....................amend.waivers
9.05(b)..............signed.desig.lend
9.06(b).................succ.assigns.b
9.06(c).................succ.assings.c
9.07(a)....................elect.desig
9.07(b)..................desig.lenders
</TABLE>