<PAGE>   1
                                                                Exhibit 10.50

                          SIXTH AMENDMENT AND WAIVER

     SIXTH AMENDMENT AND WAIVER, dated as of March 7, 2000 (this "AMENDMENT AND
WAIVER"), to the Credit Agreement, dated as of November 15, 1996 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among COLE VISION CORPORATION, a Delaware corporation ("COLE VISION"), THINGS
REMEMBERED, INC., a Delaware corporation ("THINGS REMEMBERED") and PEARLE,
INC., a Delaware corporation ("PEARLE"; Cole Vision, Things Remembered and
Pearle each being referred to as a "BORROWER" and collectively as the
"BORROWERS"), the several banks and other financial institutions from time to
time parties thereto (collectively, the "LENDERS") and CANADIAN IMPERIAL BANK OF
COMMERCE, a Canadian-chartered bank acting through its New York Agency, as
administrative agent for the Lenders thereunder (in such capacity, the
"ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to the Credit Agreement;

     WHEREAS, the Borrowers have requested that the Administrative Agent and
the Lenders amend and waive certain provisions of the Credit Agreement as set
forth herein; and

     WHEREAS, the Administrative Agent and the Lenders are willing to effect
such amendment and waiver, but only upon the terms and subject to the
conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Borrowers, the Lenders and the
Administrative Agent hereby agree as follows:

     1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such meanings when used herein.

     2. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement is
hereby amended by:

          (a) inserting the following new definitions in their proper
     alphabetical order:

              "COVENANT MODIFICATION PERIOD": the period from and including
          January 30, 2000 to and including April 29, 2000.

              "SIXTH AMENDMENT EFFECTIVE DATE": March 7, 2000.
<PAGE>   2
                                                                               2

          (b) changing the definition of "Available Revolving Credit
    Commitment" to read in its entirety as follows:

               "AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Lender at any
          time, an amount equal to the excess, if any, of (a) the amount of such
          Lender's Revolving Credit Commitment at such time OVER (b) the sum of
          (i) the aggregate unpaid principal amount at such time of all
          Revolving Credit Loans made by such Lender and (ii) an amount equal to
          such Lender's Revolving Credit Commitment Percentage of the
          outstanding L/C Obligations at such time; collectively, as to all the
          Lenders, the "AVAILABLE REVOLVING CREDIT COMMITMENTS", PROVIDED that,
          for purposes of subsection 2.1, "Available Revolving Credit
          Commitments" shall be reduced during the Covenant Modification Period
          by an amount equal to $25,000,000 in the event that the Leverage Ratio
          as of the end of the fiscal quarter of CNG ending on January 29, 2000
          is greater than 3.50 to 1.00.

          3. AMENDMENT TO SUBSECTION 2.4. Subsection 2.4 of the Credit
Agreement is hereby amended by changing such subsection to read in its entirety
as follows:

          "2.4 COMMITMENT FEES: OTHER FEES. (a) The Borrowers agree, jointly and
     severally, to pay to the Administrative Agent for the account of each
     Lender, a commitment fee for the period from and including the first day of
     the Revolving Credit Commitment Period to the Revolving Credit Commitment
     Termination Date, computed at the rate per annum set forth under the
     heading "Commitment Fees" on Schedule II opposite the percentage which is
     the average daily amount of the Aggregate Outstanding Revolving Credit of
     all Lenders during the period for which payment is made constitutes of the
     average daily amount of the Available Revolving Credit Commitment of such
     Lender during such payment period, payable quarterly in arrears on the last
     day of each fiscal quarter of CNG and on the Revolving Credit Commitment
     Termination Date, commencing on the first of such days to occur after the
     Closing Date. Notwithstanding the foregoing, the commitment fee for the
     period from and including the first day of the Sixth Amendment Effective
     Date to June 30, 2000 shall be 0.75% per annum of the average daily amount
     of the Revolving Credit Commitment of such Lender during such period,
     payable as set forth above.

          (b) The Borrowers agree, jointly and severally, to pay to the
     Administrative Agent for the account of each Lender, a utilization fee for
     the period from and including the Sixth Amendment Effective Date to June
     30, 2000, (i) if the average daily amount of the aggregate principal amount
     of all Revolving Credit Loans outstanding during such period is greater
     than 66-2/3% of the average aggregate Revolving Credit Commitments during
     such period, computed at 0.50% per annum on the average daily principal
     amount of such Lender's outstanding Revolving Credit Loans during such
     period and (ii) if the average daily amount of the aggregate principal
     amount of all Revolving Credit Loans outstanding during such period is less
     than or equal to 66-2/3% but greater than 33-1/3% of the average aggregate
     Revolving Credit Commitments during such period, computed at
<PAGE>   3
                                                                               3

     0.25% per annum on the average daily principal amount of such Lender's
     outstanding Revolving Credit Loans."

          4. AMENDMENT TO SUBSECTION 7.2(c). Subsection 7.2(c) of the Credit
Agreement is hereby amended by inserting "(90 days in the case of the fiscal
year ending January 29, 2000)" after the word "Borrowers" therein.

          5. AMENDMENT TO SUBSECTIONS 8.1(a) AND 8.1(b). Subsections 8.1(a)
and 8.1(b) of the Credit Agreement are hereby amended by deleting such
subsections in their entireties and substituting in lieu thereof the following:

          "(a) LEVERAGE RATIO. Permit the Leverage Ratio at any time during any
     of the test periods set forth below to be greater than the ratio set forth
     opposite such test period set forth below:

               TEST PERIOD                                       LEVERAGE RATIO
               -----------                                       --------------

          June 30, 2000 - July 29, 2000                          3.75 to 1.00
          June 30, 2000 - August 4, 2001                         3.50 to 1.00
          August 5, 2001 - February 2, 2002                      3.25 to 1.00
          February 3, 2002 - Revolving Credit Termination Date   3.00 to 1.00

          (b) ADJUSTED INTEREST COVERAGE RATIO. Permit the Adjusted Interest
     Coverage Ratio as of the end of each fiscal quarter of CNG ending on or
     about any of the dates set forth below to be less than the ratio set forth
     opposite such date below:

                                                             ADJUSTED
               FISCAL QUARTER ENDING                   INTEREST COVERAGE RATIO
               ---------------------                   -----------------------

               July 29, 2000                           1.50 to 1.00
               October 31, 2000                        1.50 to 1.00
               February 3, 2001                        1.50 to 1.00

               April 29, 2001                          1.50 to 1.00
               August 4, 2001                          1.50 to 1.00
               October 31, 2001                        1.50 to 1.00
               February 2, 2002                        1.50 to 1.00

               Thereafter                              1.60 to 1.00"




<PAGE>   4
                                                                               4

          6. ADDITIONAL AMENDMENT TO SUBSECTION 8.1. Subsection 8.1 of the
Credit Agreement is hereby amended by inserting the following new paragraph (d)
at the end thereof:

          "(d) EBITDA. Permit EBITDA for any period of four consecutive fiscal
     quarters of CNG ending with any fiscal quarter set forth below to be less
     than the amount set forth below opposite such fiscal quarter:

                FISCAL QUARTER ENDING             EBITDA
                ---------------------             ------

                April 29, 2000                    $55,000,000

     PROVIDED that, for the purposes of this subsection 8.1(d), restructuring
     charges incurred in such period in connection with the optical business of
     the Borrowers, deducted in calculating Net Income for such period, shall be
     included in the determination of EBITDA, PROVIDED FURTHER that the amount
     of such restructuring charges that may be so included in the determination
     of EBITDA shall not exceed $2,000,000.".

          7. AMENDMENT TO SUBSECTION 8.2(i). Subsection 8.2(i) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:

          "(i) Indebtedness of the Borrowers and their Subsidiaries in an
     aggregate principal amount not exceeding as to the Borrowers and their
     Subsidiaries $10,000,000 at any time outstanding; PROVIDED that no
     Indebtedness shall be created, incurred or assumed pursuant to this
     subsection 8.2(i) during the Covenant Modification Period".

          8. AMENDMENT TO SUBSECTION 8.7(c). Subsection 8.7(c) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:

          "(c) so long as no Default or Event of Default shall have occurred and
     be continuing or would occur after giving effect to such dividend,
     dividends to CNG in an aggregate amount not to exceed $30,000,000 solely to
     allow CNG to repurchase CNG Notes and/or Senior Subordinated Notes without
     violating Section 9(m); PROVIDED that no dividends shall be declared or
     paid pursuant to this subsection 8.7(c) during the Covenant Modification
     Period;".

          9. AMENDMENT TO SUBSECTION 8.7(d). Subsection 8.7(d) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:

          "(d) so long as no Default or Event of Default shall have occurred and
     be continuing or would occur after giving effect to such dividend,
     dividends to CNG in an aggregate amount not to exceed $4,000,000 solely to
     allow CNG or CNC to repurchase, redeem, or otherwise acquire or retire for
     value, any Capital Stock of CNG or CNC or
<PAGE>   5
                                                                               5

     any current or former Subsidiary of CNG held by any of CNG's (or any of its
     Subsidiaries') current or former employees; PROVIDED that no dividends
     shall be declared or paid pursuant to this subsection 8.7(d) during the
     Covenant Modification Period;".

          10. AMENDMENT TO SUBSECTION 8.8 Subsection 8.8 of the Credit Agreement
is hereby amended by deleting such subsection in its entirety and substituting
in lieu thereof the following:

          "8.8 LIMITATION ON CAPITAL AND OTHER EXPENDITURES.

          (a) Make any expenditure in respect of the purchase or other
     acquisition of fixed or capital assets (a "CAPITAL EXPENDITURE") except for
     expenditures in the ordinary course of business not exceeding, in the
     aggregate for the Borrowers and their Subsidiaries during any of the test
     periods set forth below, the amount set forth opposite such test period set
     forth below:

                  TEST PERIOD                                        AMOUNT
                  -----------                                        ------

             January 30, 2000 - February 3, 2001                     $45,000,000
             February 4, 2001 - February 2, 2002                     $50,000,000
             February 3, 2002 - Revolving Credit Termination Date    $55,000,000

     PROVIDED that the aggregate amount of expenditures made pursuant to this
     subsection 8.8 for the period of four consecutive fiscal quarters of the
     Borrowers and their Subsidiaries ending April 29, 2000, shall not exceed
     $40,000,000; or

          (b) Make, during the fiscal quarter of the Borrowers ending April 29,
     2000, any expenditure in respect of the development of computer systems
     owned or operated by the Borrowers and their Subsidiaries except for
     expenditures in the ordinary course of business not exceeding $6,000,000 in
     the aggregate for the Borrowers and their Subsidiaries.".

     11. AMENDMENT TO SUBSECTION 8.9(e). Subsection 8.9(e) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:

          "(e) so long as no Default or Event of Default has occurred and is
     continuing or would occur after giving effect to such Investment,
     Investments in franchises in a business related to the optical business of
     Pearle and Cole Vision as conducted on the Closing Date in an aggregate
     amount not to exceed $15,000,000 during any fiscal year; PROVIDED that the
     aggregate amount of Investments made pursuant to this subsection 8.9(e)
     during the fiscal quarter of CNG ending April 29, 2000 shall not exceed
     $5,000,000; and".
<PAGE>   6
                                                                               6

                  12. AMENDMENT TO SUBSECTION 8.9(f). Subsection 8.9(f) of the
Credit Agreement is hereby amended by deleting such subsection in its entirety
and substituting in lieu thereof the following:

                  "(f) Investments, other than the purchase of CNG Notes or the
         Senior Subordinated Notes, in an aggregate amount not to exceed
         $10,000,000; PROVIDED that the aggregate amount of Investments made
         pursuant to this subsection 8.9(f) during the Covenant Modification
         Period shall not exceed $1,000,000.".

                  13. AMENDMENT TO SUBSECTION 9(m). Subsection 9(m)(i)(x) of
the Credit Agreement is hereby amended by deleting such subsection in its
entirety and substituting in lieu thereof the following:

         "(x)(so long as no Default or Event of Default has occurred and is
         continuing or would occur as a result of such repurchase and so long as
         no such repurchase occurs during the Covenant Modification Period),
         repurchases by CNG of such of the CNG notes and/or Senior Subordinated
         Notes that it is able to repurchase for an aggregate purchase price
         (including fees and expenses incurred in connection with such
         repurchase) not to exceed $30,000,000 and".

                  14. ADDITIONAL AMENDMENT TO SECTION 9. Section 9 is hereby
amended by inserting the following new paragraph (o) after paragraph (n)
thereof:

         "(o) CNC shall (i) create, incur, assume or suffer to exist any
         Indebtedness, except Indebtedness outstanding on the Sixth Amendment
         Effective Date; (ii) make any Investments, except Investments in Pearle
         Europe B.V. in an aggregate amount not to exceed $10,000,000; or (iii)
         create, incur, assume or suffer to exist any Lien upon any of its
         property, assets or revenues, whether now owned or hereafter
         acquired.".

                  15. AMENDMENT TO SCHEDULE II TO CREDIT AGREEMENT. Schedule II
to the Credit Agreement is hereby amended by deleting such Schedule in its
entirety and inserting in lieu thereof the revised Schedule II attached hereto
as Exhibit A.

                  16. WAIVER. The Lenders hereby waive any Default or Event of
Default arising from violation of subsection 8.1(b) of the Credit Agreement for
the period ended January 29, 2000.

                  17. AMENDMENT FEE. In consideration of the agreement of the
Lenders to consent to the amendments and waiver contained herein, the Borrowers
agree to pay to each Lender which so consents on or prior to March 7, 2000 (by
executing and delivering to the Administrative Agent or its counsel this
Amendment and Waiver on or prior to such date), an amendment fee in an amount
equal to .25% of the amount of such Lender's Commitment, payable on the
effective date of this Amendment and Waiver in immediately available funds to
the Administrative Agent on behalf of such Lender.



<PAGE>   7
                                                                               7

                  18. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby
confirms, reaffirms and restates the representations and warranties made by it
in Section 5 of the Credit Agreement, PROVIDED that each reference to the Credit
Agreement therein shall be deemed to be a reference to the Credit Agreement
after giving effect to this Amendment and Waiver. Each Borrower represents and
warrants that, after giving effect to this Amendment and Waiver, no Default or
Event of Default has occurred and is continuing.

                  19. CONDITIONS TO EFFECTIVENESS. This amendment and Waiver
shall become effective on the date (the "AMENDMENT EFFECTIVE DATE") on which all
of the following conditions precedent have been satisfied or waived:

                  (a) the Borrowers, the Lenders, and the Administrative Agent
         shall have executed and delivered to the Administrative Agent this
         Amendment and Waiver, and the Guarantors shall have executed and
         delivered to the Administrative Agent the Acknowledgment and Consent
         attached hereto;

                  (b) Cole National Corporation shall have executed and
         delivered to the Administrative Agent a Guarantee with terms and
         conditions satisfactory to the Administrative Agent; and

                  (c) the Borrowers shall have paid the fees referred to in
         Section 17 above.

                  20. CONTINUING EFFECT OF CREDIT AGREEMENT. This amendment and
Waiver shall not constitute a waiver, amendment or modification of any other
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as a waiver or consent to any further or future action on the part
of the Borrowers that would require a waiver or consent of the Lenders or the
Administrative Agent. Except as expressly amended or modified herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect.

                  21. COUNTERPARTS. This amendment and Waiver may be executed
by one or more of the parties to this Amendment and Waiver on any number of
separate counterparts (including by facsimile transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment and Waiver signed by all the
parties shall be lodged with the Borrowers and the Administrative Agent.

                  22. PAYMENT OF EXPENSES. The borrowers agree, jointly and
severally, to pay or reimburse the Administrative Agent for all of its
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of this Amendment and Waiver and any other documents
prepared in connection herewith, and the consummation and administration of the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.

<PAGE>   8
                                                                               8


                  23. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE>   9
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                              COLE VISION CORPORATION

                              By: /s/ Joseph Gaglioti
                              ---------------------------------------------
                              Name: Joseph Gaglioti
                              Title: Treasurer and Assistant Secretary

                              THINGS REMEMBERED, INC.

                              By: /s/ Joseph Gaglioti
                              ---------------------------------------------
                              Name: Joseph Gaglioti
                              Title: Treasurer and Assistant Secretary

                              PEARLE, INC.

                              By: /s/ Joseph Gaglioti
                              ---------------------------------------------
                              Name: Joseph Gaglioti
                              Title: Vice President, Treasurer  and
                                     Assistant Secretary
<PAGE>   10

                              CANADIAN IMPERIAL BANK OF COMMERCE,
                                NEW YORK AGENCY,
                                as Administrative Agent

                              By: /s/ Katherine Bass
                              ---------------------------------------------
                              Name: Katherine Bass
                              Title: Executive Director
                                     CIBC World Markets Corp. as Agent

                              CIBC INC.

                              By: /s/ Katherine Bass
                              ---------------------------------------------
                              Name: Katherine Bass
                              Title: Executive Director
                                     CIBC World Markets Corp. as Agent

                              CREDIT SUISSE FIRST BOSTON

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

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

<PAGE>   11

                              CANADIAN IMPERIAL BANK OF COMMERCE,
                                NEW YORK AGENCY,
                                as Administrative Agent

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

                              CIBC INC.

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

                              CREDIT SUISSE FIRST BOSTON

                              By: /s/ Robert Hetu
                              ---------------------------------------------
                              Name: Robert Hetu
                              Title: Vice President

                              By: /s/ Chris T. Horgan
                              ---------------------------------------------
                              Name: Chris T. Horgan
                              Title: Vice President


<PAGE>   12

                              FIRST UNION NATIONAL BANK

                              By: /s/ Thomas M. Harder
                              ---------------------------------------------
                              Name: Thomas M. Harder
                              Title: Vice President

                              NATIONAL CITY BANK

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

                              KEYBANK NATIONAL ASSOCIATION

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

                              FIFTH THIRD BANK, NORTHEASTERN OHIO

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

<PAGE>   13

                              FIRST UNION NATIONAL BANK

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

                              NATIONAL CITY BANK

                              By: /s/ Chris D. Thornton
                              ---------------------------------------------
                              Name: Chris D. Thornton
                              Title: Vice President

                              KEYBANK NATIONAL ASSOCIATION

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

                              FIFTH THIRD BANK, NORTHEASTERN OHIO

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

<PAGE>   14

                              FIRST UNION NATIONAL BANK

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

                              NATIONAL CITY BANK

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

                              KEYBANK NATIONAL ASSOCIATION

                              By: /s/ Mark A. LoSchiavo
                              ---------------------------------------------
                              Name: Mark A. LoSchiavo
                              Title: Assistant Vice President

                              FIFTH THIRD BANK, NORTHEASTERN OHIO

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

<PAGE>   15

                              FIRST UNION NATIONAL BANK

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

                              NATIONAL CITY BANK

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

                              KEYBANK NATIONAL ASSOCIATION

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

                              FIFTH THIRD BANK, NORTHEASTERN OHIO

                              By: /s/ James P. Byrnes
                              ---------------------------------------------
                              Name: James P. Byrnes
                              Title: Vice President


<PAGE>   16
                                                                              12

                                                                    EXHIBIT A TO
                                                      SIXTH AMENDMENT AND WAIVER

                                                                     Schedule II
                                                                     -----------
                                                             to Credit Agreement
                                                             -------------------

            Applicable Margin Calculation for Revolving Credit Loans
            --------------------------------------------------------


                                   ABR Loans                   Eurodollar Loans
Leverage Ratio                     Applicable Margin           Applicable Margin
--------------                     -----------------           -----------------

Greater than 3.25 to 1.00               1.25%                         2.25%

Greater than 3.00 to 1.00,
but less than or equal to
3.25 to 1.00                            1.00%                         2.00%

Greater than 2.50 to 1.00,
but less than or equal to
3.00 to 1.00                             .75%                         1.75%

Less than or equal to 2.50
to 1.00                                  .50%                         1.50%



Notwithstanding the foregoing table, (a) during the period from and including
the Sixth Amendment Effective Date until June 30, 2000, the Applicable Margin
in respect of Revolving Credit Loans shall equal (i) with respect to ABR Loans,
1.5% per annum and (ii) with respect to Eurodollar Loans, 2.5% per annum, and
(b) the Applicable Margin will be adjusted on each Adjustment Date after the
Covenant Modification Period to the applicable rate per annum set forth above
under the heading "ABR Loans Applicable Margin" or "Eurodollar Loans Applicable
Margin" MINUS .25% per annum in the event that, immediately preceding such
Adjustment Date, (i) the senior unsecured long-term debt of CNG shall be rated
at least "BBB-" by Standard & Poor's, a division of McGraw-Hill, Inc., and (ii)
the Administrative Agent shall have received written notice of such rating from
a Borrower.
<PAGE>   17
                                                                              13

                                Commitment Fees
                                ---------------

Percentage of Revolving Credit
Commitments Used                                                 Commitment Fees
----------------                                                 ---------------

Greater than 66.6%                                                    0.375%

Greater than 33.3%, but less
than or equal to 66.6%                                                0.50%

Less than or equal to 33.3%                                           0.75%
<PAGE>   18
                                 CNC GUARANTEE

     GUARANTEE, dated as of March 7, 2000, made COLE NATIONAL CORPORATION, a
Delaware corporation (the "GUARANTOR"), in favor of Canadian Imperial Bank of
Commerce, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT")
for (i) the banks and other financial institutions (the "Lenders") from time to
time parties to the Credit Agreement, dated as of November 15, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Cole Vision Corporation, Things Remembered, Inc. and Pearle, Inc.
(collectively, the "Borrowers"), the Lenders and the Administrative Agent and
(ii) the other Guaranteed Parties (as defined below).

                                  WITNESSETH:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make, and have made, extensions to the Borrowers upon the terms and
subject to the conditions set forth therein;

     WHEREAS, the Borrowers are members of an affiliated group of companies that
includes the Guarantor;

     WHEREAS, the proceeds of the extensions of credit have been and will be
used in part to enable the Borrowers to make valuable transfers to the Guarantor
in connection with the operations of their respective business;

     WHEREAS, the Guarantor will derive substantial direct and indirect benefit
from the continued making of the extension of credit under the Credit Agreement;
and

     WHEREAS, it is a condition precedent to the effectiveness of the Sixth
Amendment and Waiver, dated as of March 7, 2000 (the "SIX AMENDMENT"), of the
Credit Agreement that the Guarantor shall have executed and delivered this
Guarantee to the Administrative Agent for the ratable benefit of the Guaranteed
Parties;

     NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Sixth Amendment and to
induce the Lenders to continue to make their respective extensions of credit to
the Borrowers thereunder, the Guarantor hereby agrees with the Administrative
Agent, for the ratable benefit of the Guaranteed Parties, as follows:


                            SECTION 1. DEFINED TERMS

     1.1 DEFINITIONS. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

<PAGE>   19
     (b) The following terms shall have the following meanings:

     "GUARANTEE": this CNC Guarantee, as the same may be amended, supplemented
or otherwise modified from time to time.

     "GUARANTEED OBLIGATIONS": the collective reference to the Obligations and
all obligations and liabilities of the Guarantor which may arise under or in
connection with this Guarantee, whether on account of reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Administrative Agent or to the
Lenders that are required to be paid by the Guarantor pursuant to the terms of
this Guarantee).

     "GUARANTEED PARITIES": the collective reference to the Administrative
Agent, the Lenders (including, without limitation, the Issuing Lender) and any
Affiliate of any Lender which has entered  into a Hedge Agreement with any
Borrower or any Subsidiary.

     "GUARANTOR": as defined in the preamble hereto.

     "HEDGE AGREEMENTS": as to any Person, all interest rate swaps, caps or
collar agreements or similar arrangements entered into by such Person providing
for protection against fluctuations in interest rates or currency exchange rates
of the exchange of nominal interest obligations, either generally or under
specific contingencies, including, without limitations, all Interest Rate
Protection Agreements and Permitted Hedging Arrangements with respect to
currency exchange rates.

     "OBLIGATIONS": the collective reference to the unpaid principal of and
interest on the Revolving Credit Loans and Reimbursement Obligations and all
other obligations and liabilities of the Borrowers (including, without
limitations, interest accruing at the then applicable rate provided in the
Credit Agreement after the maturity of the Revolving Credit Loans and
Reimbursement Obligations and interest accruing at the then applicable rate
provided in the Credit Agreement after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrowers, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) to the Administrative
Agent or any Lender (or, in the case of any Hedge Agreement referred to below,
any Affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Credit Agreement, this
Guarantee, the other Loan Documents, any Letter of Credit or any Hedge Agreement
entered into by any Borrower with any Lender (or, in the case of any Hedge
Agreement, any Affiliate of any Lender) or any other document made, delivered or
given in connection therewith, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise (including, without limitation, all fees and disbursements of counsel
to the Administrative Agent or to the Lenders that are required to be paid by
any Borrower pursuant to the terms of any of the foregoing agreements).

<PAGE>   20

     1.2  OTHER DEFINITIONAL PROVISIONS. (a) The words "hereof", "herein",
"hereto" and "hereunder" and words of similar import when used in this
Guarantee shall refer to this Guarantee as a whole and not to any particular
provision of this Guarantee, and Section and Schedule references are to this
Guarantee unless otherwise specified.

     (b) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

                              SECTION 2. GUARANTEE

     2.1 GUARANTEE. (a) The Guarantor hereby unconditionally and irrevocable
guarantees to the Administrative Agent, for the ratable benefits of the
Guaranteed Parties and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by the Borrowers when
due (whether at the stated maturity, by acceleration or otherwise) of the
Guaranteed Obligations.

     (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder shall in no
event exceed the amount which can be guaranteed by the Guarantor under
applicable federal and state laws relating to the insolvency of debtors.

     (c) The Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of the Guarantor hereunder
without impairing the guarantee contained in this Section 2 or affecting the
rights and remedies of the Administrative Agent or any other Guaranteed Party
hereunder.

     (d) The guarantee contained in this Section 2 shall remain in full force
and effect until the first date on which all the Obligations and the obligations
of the Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full, no Letter of Credit shall be outstanding and the
Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Borrowers may be free from any Obligations.

     (e) No payment made by any Borrower, the Guarantor, any other guarantor or
any other Person or received or collected by the Administrative Agent or any
other Guaranteed Party from any Borrower, the Guarantor, any other guarantor or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of
or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by the Guarantor
in respect of the Obligations or any payment received or collected from the
Guarantor in respect of the Obligations), remain liable for the Obligations up
to the maximum liability of the Guarantor hereunder until the first date on
which the Obligations are paid in full, no Letter of Credit shall be
outstanding and the Commitments are terminated.



<PAGE>   21
                                                                               4

     2.2 NO SUBROGATION.  Notwithstanding any payment made by the Guarantor
hereunder or any set-off or application of funds of the Guarantor by the
Administrative Agent or any other Guaranteed Party, the Guarantor shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any other Guaranteed Party against any Borrower or any collateral security or
guarantee or right of offset held by the Administrative Agent or any other
Guaranteed Party for the payment of the Obligations, nor shall the Guarantor
seek or be entitled to seek any contribution or reimbursement from any Borrower
in respect of payments made by the Guarantor hereunder, until all amounts owing
to the Administrative Agent and the other Guaranteed Parties by the Borrowers
on account of the Obligations are paid in full, no Letter of Credit shall be
outstanding and the Commitments are terminated. If any amount shall be paid to
the Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by the
Guarantor in trust for the Administrative Agent and the other Guaranteed
Parties, segregated from other funds of the Guarantor, and shall, forthwith
upon receipt by the Guarantor, be turned over to the Administrative Agent in
the exact form received by the Guarantor (duly indorsed by the Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.

     2.3 AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The Guarantor shall
remain obligated hereunder notwithstanding that, without any reservation of
rights against the Guarantor and without notice to or further assent by the
Guarantor, any demand for payment of any of the Obligations made by the
Administrative Agent or any other Guaranteed Party may be rescinded by the
Administrative Agent or such other Guaranteed Party and any of the Obligations
continued, and the Obligations, or the liability of any other Person upon or
for any part thereof, or any collateral security or guarantee therefor or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any other Guaranteed
Party, and the Credit Agreement and the other Loan Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Majority Lenders, as the case may be) may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Administrative Agent or any other Guaranteed
Party for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any other
Guaranteed Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
the guarantee contained in this Section 2 or any property subject thereto.

     2.4 GUARANTEE ABSOLUTE AND UNCONDITIONAL. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent or any other
Guaranteed Party upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; the Obligations, and any of them,
shall conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon the guarantee contained
in this Section 2; and all dealings between any Borrower and the Guarantor, on
the one hand, and the Administrative Agent and the other Guaranteed Parties, on
the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee
<PAGE>   22
                                                                               5

contained in this Section 2. The Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrowers or the Guarantor with respect to the Obligations. The Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guarantee of payment. The
Guarantor hereby waives, to the extent it may legally do so, any and all
defenses that it may have arising out of or in connection with any and all of
the following: (a) the validity or enforceability of the Credit Agreement or
any other Loan Document, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Administrative Agent or any other
Guaranteed Party, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be available to or be
asserted by any Borrower against the Administrative Agent or any other
Guaranteed Party, (c) any change in the time, place, manner or place of
payment, amendment, or waiver or increase in the Obligations, (d) any change in
the corporate structure or existence of any Borrower or (e) any other
circumstance whatsoever (with or without notice to or knowledge of such
Borrower or the Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of any Borrower for the
Obligations, or of the Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against the Guarantor, the
Administrative Agent or any other Guaranteed Party may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against any Borrower or any other Person or against
any collateral security or guarantee for the Obligations or any right of offset
with respect thereto, and any failure by the Administrative Agent or any other
Guaranteed Party to make any such demand, to pursue such other rights or
remedies or to collect any payments from any Borrower or any other Person or
to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of any Borrower or any other Person or any
such collateral security, guarantee or right of offset, shall not relieve the
Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent or any other Guaranteed Party against
the Guarantor. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings.

     2.5  REINSTATEMENT.  The guarantee contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent or any other
Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Borrower or the Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Borrower or the Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made.

     2.6  PAYMENTS.  The Guarantor hereby guarantees that payments hereunder
will be paid to the Administrative Agent without set-off or counterclaim in
Dollars at the office of the Administrative Agent located at 425 Lexington
Avenue, New York, New York 10017.
<PAGE>   23
                                                                               6

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce the Administrative Agent and the Lenders to enter into the Sixth
Amendment and to induce the Lenders to continue to make their respective
extensions of credit to the Borrowers under the Credit Agreement, the Guarantor
hereby represents and warrants to the Administrative Agent and each other
Guaranteed Party that:

          (a)  The Guarantor (i) is duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its organization, (ii) has
     the corporate or other organizational power and authority, and the legal
     right, to own and operate its property, to lease the property it operates
     as lessee and to conduct the business in which it is currently engaged,
     (iii) is duly qualified as a foreign corporation or other entity and in
     good standing under the laws of each jurisdiction where its ownership,
     lease or operation of property or the conduct of its business requires such
     qualification and (iv) is in compliance with all Requirements of Law except
     to the extent that the failure to comply therewith could not, in the
     aggregate, reasonably be expected to have a Material Adverse Effect.

          (b)  The Guarantor has the corporate or other organizational power and
     authority, and the legal right, to make, deliver and perform this Guarantee
     and has taken all necessary corporate or other organizational action to
     authorize the execution, delivery and performance of this Guarantee. No
     consent or authorization of, filing with, notice to or other act by or in
     respect of, any Governmental Authority or any other Person is required in
     connection with the execution, delivery, performance, validity or
     enforceability of this Guarantee. This Guarantee has been duly executed
     and delivered on behalf of the Guarantee. This Guarantee constitutes a
     legal, valid and binding obligation of the Guarantor enforceable against
     the Guarantor in accordance with its terms, subject to the effects of
     bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
     and other similar laws relating to or affecting creditors' rights
     generally, general equitable principles (whether considered in a
     proceeding in equity or at law) and an implied covenant of good faith
     and fair dealing.

          (c)  The execution, delivery and performance of this Guarantee will
     not violate any Requirement of Law or Contractual Obligation of the
     Guarantor or of any of its Subsidiaries and will not result in, or
     require, the creation or imposition of any Lien on any of its or their
     respective properties or revenues pursuant to any such Requirements of Law
     or Contractual Obligation (other than pursuant to this Guarantee).

          (d)  No litigation, investigation or proceeding of or before any
     arbitrator or Governmental Authority is pending or, to the knowledge of the
     Guarantor, threatened by or against the Guarantor or any of its
     Subsidiaries or against any of its or their respective properties or
     revenues (x) with respect to any of the Loan Documents or any of the
     transactions contemplated hereby or thereby, or (y) which could reasonably
     be expected to have a Material Adverse Effect.
<PAGE>   24
                                                                               7

                            SECTION 4. COVENANTS

     The Guarantor covenants and agrees with the Administrative Agent and the
other Guaranteed Parties that, from and after the date of this Guarantee until
the Guaranteed Obligations shall have been paid in full, no Letter of Credit
shall be outstanding and the Commitments shall have terminated:

     4.1  COVENANTS IN CREDIT AGREEMENT. The Guarantor shall take, or shall
refrain from taking, as the case may be, each action that is necessary to be
taken or not taken, as the case may be, so that no Default or Event of Default
is caused by the failure to take such action or to refrain from taking such
action by the Guarantor or any of its Subsidiaries.

                     SECTION 5. THE ADMINISTRATIVE AGENT

     5.1  AUTHORITY OF ADMINISTRATIVE AGENT. The Guarantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Guarantee
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Guarantee or any amendment, supplement or other modification of this
Guarantee shall, as between the Administrative Agent and the Guaranteed Parties,
be governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Guarantor, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Guaranteed Parties with
full and valid authority so to act or refrain from acting, and the Guarantor
shall be under any obligation, or entitlement, to make any inquiry respecting
such authority.

                          SECTION 6. MISCELLANEOUS

     6.1  AMENDMENTS IN WRITING. None of the terms or provisions of this
Guarantee may be waived, amended, supplemented or otherwise modified except by
a written instrument executed by the Guarantor and the Administrative Agent,
PROVIDED that any provision of this Guarantee imposing obligations on the
Guarantor may be waived by the Administrative Agent in a written instrument
executed by the Administrative Agent.

     6.2  NOTICES. All notices, requests and demands to or upon the
Administrative Agent or the Guarantor hereunder shall be effected in the manner
provided for in subsection 11.2 of the Credit Agreement; PROVIDED that any
such notice, request or demand to or upon the Guarantor shall be addressed to
the Guarantor at:

               5915 Landerbrook Drive
               Mayfield Heights, Ohio 44124
               Attention: Joseph Gaglioti
               Fax: (216) 461-3489
<PAGE>   25
                                                                               8

with a copy to:

               Jones, Day, Reavis & Pogue
               North Point
               901 Lakeside Avenue
               Cleveland, Ohio 44114
               Attention: David P. Porter, Esq.
               Fax: (216) 579-0212

     6.3  NO WAIVER BY COURSE OF CONDUCT: CUMULATIVE REMEDIES. Neither the
Administrative Agent nor any other Guaranteed Party shall by any act (except
by a written instrument pursuant to Section 6.1), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to
have acquiesced in any Default or Event of Default. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
other Guaranteed Party, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. A waiver by the
Administrative Agent or any other Guaranteed Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right
or remedy which the Administrative Agent or such other Guaranteed Party would
otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.

     6.4  ENFORCEMENT EXPENSES: INDEMNIFICATION. (a) The Guarantor agrees to
pay or reimburse each Guaranteed Party and the Administrative Agent for all
their respective costs and expenses incurred in collecting against the
Guarantor under the guarantee contained in Section 2 or otherwise enforcing
any rights under this Guarantee, including, without limitation, the fees
and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Guaranteed Party and of counsel to the Administrative
Agent.

     (b)  The Guarantor agrees to pay, and to save the Administrative Agent and
the Guaranteed Parties harmless from, any and all liabilities with respect to,
or resulting from any delay in paying, any and all stamp, excise, sales or
other taxes which may be payable or determined to be payable in connection with
any of the transactions contemplated by this Guarantee.

     (c)  The Guarantor agrees to pay, and to save the Administrative Agent and
the Guaranteed Parties harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Guarantee
(collectively, the "INDEMNIFIED LIABILITIES") to the extent the Borrowers would
be required to do so pursuant to Section 11.5 of the Credit Agreement.

     (d)  The agreements in this Section 6.4 shall survive repayment of the
Guaranteed Obligations and all other amounts payable under the Credit Agreement
and the other Loan Documents.
<PAGE>   26
                                                                               9

     6.5  SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon the
successors and assigns of the Guarantor and shall inure to the benefit of the
Administrative Agent and the Guaranteed Parties and their successors and
assigns; PROVIDED that the Guarantor may assign, transfer or delegate any of
its rights or obligations under this Guarantee without the prior written
consent of the Administrative Agent.

     6.6  SET-OFF. The Guarantor hereby irrevocably authorizes the
Administrative Agent and each other Guaranteed Party at any time and from
time to time without notice to the Guarantor or any Borrower, any such notice
being expressly waived by the Guarantor and by the Borrowers, upon any amount
remaining unpaid after it becomes due and payable by the Guarantor hereunder to
set-off and appropriate and apply against any such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Administrative Agent or such other Guaranteed Party to or
for the credit or the account of the Guarantor, or any part thereof in such
amounts as the Administrative Agent or such other Guaranteed Party may elect.
The Administrative Agent and each other Guaranteed Party shall notify the
Guarantor promptly of any such set-off and the application made by the
Administrative Agent or such other Guaranteed Party of the proceeds thereof;
PROVIDED that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of the Administrative Agent and each
other Guaranteed Party under this Section 6.6 are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which the
Administrative Agent or such other Guaranteed Party may have.

     6.7  SEVERABILITY. Any provision of this Guarantee which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     6.8  SECTION HEADINGS. The Section headings used in this Guarantee are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     6.9  INTEGRATION. This Guarantee and the other Loan Documents represent the
agreement of the Guarantor, the Administrative Agent and the other Guaranteed
Parties with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
other Guaranteed Party relative to subject matter hereof not expressly set forth
or referred to herein or in the other Loan Documents.

     6.10 GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>   27
                                                                              10

          6.11 SUBMISSION TO JURISDICTION; WAIVERS. The Guarantor hereby
irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
     proceeding relating to this Guarantee, or for recognition and enforcement
     of any judgement in respect thereof, to the non-exclusive general
     jurisdiction of the courts of the State of New York, the courts of the
     United States of America for the Southern District of New York, and
     appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any objection that it may now or hereafter have to the
     venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to the
     Guarantor at its address referred to in Section 6.2 or at such other
     address of which the Administrative Agent shall have been notified pursuant
     thereto;

          (d) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding referred to
     in this Section any exemplary, punitive or consequential damages.


          6.12 ACKNOWLEDGEMENTS. The Guarantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Guarantee;

          (b) neither the Administrative Agent nor any other Guaranteed Party
     has any fiduciary relationship with or duty to the Guarantor arising out of
     or in connection with this Guarantee or any of the other Loan Documents,
     and the relationship between the Guarantor, on the one hand, and the
     Administrative Agent and the Guaranteed Parties, on the other hand, in
     connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Guaranteed Parties or among the Guarantor and the Guaranteed Parties.




<PAGE>   28
                                                                              11


          6.13 WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          6.14 RELEASES. At such time as the Revolving Credit Loans, the
Reimbursement Obligations and the other Guaranteed Obligations shall have been
paid in full, the Commitments have been terminated and no Letters of Credit
shall be outstanding, this Guarantee and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and
the Guarantor hereunder shall terminate, all without delivery of any instrument
or performance of any act by any party. At the request and sole expense of the
Guarantor following any such termination, the Administrative Agent shall
execute and deliver to the Guarantor such documents as the Guarantor shall
reasonably request to evidence such termination.
<PAGE>   29
                                                                              12

          IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered as of the date first above written.


                                        COLE NATIONAL CORPORATION


                                        By:  /s/ J. Gaglioti
                                            ---------------------------------
                                            Title: Vice President & Treasurer

<PAGE>   30
                           ACKNOWLEDGMENT AND CONSENT

          Each of the undersigned corporations as Guarantors under the
Guarantee and Collateral Agreement, dated as of November 15, 1996 (as amended,
supplemented or otherwise modified from time to time, the "GUARANTEE AND
COLLATERAL AGREEMENT"), made by the undersigned corporations in favor of the
Administrative Agent, for the benefit of the Lenders, hereby (a) consents to
the transactions contemplated by this Amendment and Waiver, and (b)
acknowledges and agrees that the guarantees (and grants of collateral security
therefor) contained in such Guarantee and Collateral Agreement are, and shall
remain, in full force and effect after giving effect to this Amendment and
Waiver, and all prior modifications to the Credit Agreement.



                                   BAY CITIES OPTICAL COMPANY


                                   By:  /s/ J. Gaglioti
                                       ----------------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Treasurer and Assistant Secretary


                                   WESTERN STATES OPTICAL, INC.


                                   By:  /s/ J. Gaglioti
                                       ----------------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Treasurer and Assistant Secretary


                                   COLE VISION SERVICES, INC.

                                   By:  /s/ J. Gaglioti
                                       ----------------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Treasurer and Assistant Secretary


                                   COLE MANAGEMENT SERVICES, INC.

                                   By:  /s/ J. Gaglioti
                                       ----------------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Treasurer
<PAGE>   31
                                   PEARLE VISIONCARE, INC.

                                   By:  /s/ J. Gaglioti
                                       ----------------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Vice President & Treasurer


                                   PEARLE VISION MANAGED CARE - HMO OF
                                     TEXAS, INC.

                                   By:  /s/ J. Gaglioti
                                       ----------------------------------------
                                       Name:  Joseph Gaglioti
                                       Title: Vice President, Treasurer & C.F.O.