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                                                                    EXHIBIT 4(b)

                              AMENDED AND RESTATED
                       364-DAY REVOLVING CREDIT AGREEMENT

         This Amended and Restated 364-Day Revolving Credit Agreement is made
and entered into this 31st day of December, 1999 by and among The
Sherwin-Williams Company ("Company") whose principal place of business is
located at 101 Prospect Avenue, N.W., Cleveland, Ohio 44115, Chase Bank of
Texas, National Association, formerly known as Texas Commerce Bank National
Association ("CBT"), as Administrative Agent, The Chase Manhattan Bank
("Chase"), as the Competitive Advance Facility Agent, and the financial
institutions listed on Schedule A hereto together with each of their successors
and assigns (collectively referred to as the "Lenders" and individually a
"Lender").

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

         WHEREAS, the Company, CBT, Chase and certain of the Lenders previously
entered into that certain 364-Day Revolving Credit Agreement, dated January 3,
1997, which agreement was subsequently amended effective March 31, 1997 and
January 1, 1999, pursuant to which the Lenders agreed to make available to the
Company a certain principal amount of money to be used by the Company for
general corporate purposes including, but not limited to, commercial paper
backup, general working capital, acquisitions of assets, stock or other
ownership interests and repurchases or redemptions of securities; and

         WHEREAS, the Company, CBT, Chase and the Lenders desire to amend and
restate such 364-Day Revolving Credit Agreement, as amended, on the terms and
subject to the conditions contained herein.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein the parties agree as follows:


                             ARTICLE I: DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

"ADMINISTRATIVE AGENT" shall mean Chase Bank of Texas, National Association, or
         any successor Lender appointed by the Company and approved by the
         holders of fifty-one percent (51%) by amount of the Commitments.

"ALTERNATE BASE RATE" shall mean the higher of: (i) the rate of interest in
         effect for any given day as publicly announced from time to time by the
         Administrative Agent as its "prime rate" and (ii) the Federal Funds
         Rate plus 50 basis points. Any change by the Administrative Agent of
         its "prime rate" shall take effect at the opening of business on the
         day specified in the public announcement of such change.

"ALTERNATE BASE RATE LOAN" shall mean a Loans bearing interest at the Alternate
         Base Rate.

"BANKING DAY" shall mean a day, other than a Saturday or Sunday, on which New
         York banks are open for the transaction of business.

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"COMMITMENT" shall mean the obligation of each Lender to make Loans, under
         Section 2.1A up to the amount set opposite the name of such Lender as
         set forth on such Lender's signature page hereto (or such lesser amount
         as shall be determined pursuant to Section 2.5 hereof).

"COMMITMENT PERIOD" shall mean the period which commences on the Effective Date
         and terminates on the Termination Date.

"COMPETITIVE ADVANCE FACILITY AGENT"  shall mean The Chase Manhattan Bank.

"COMPETITIVE BID" shall mean an offer by a Lender to make a Competitive Loan in
         accordance with Section 2.1C.

"COMPETITIVE BID RATE" shall mean, with respect to any Competitive Bid, the
         Competitive Libor Rate or the Fixed Rate, as applicable, offered by the
         Lender making such Competitive Bid.

"COMPETITIVE BID REQUEST"  shall mean a request by the Company for Competitive
         Bids in  accordance with Section 2.1C.

"COMPETITIVE BORROWING" shall mean a borrowing by the Company in response to a
         Competitive Bid Request.

"COMPETITIVE LIBOR INTEREST PERIOD" shall mean a period of one, two, three, six
         or, if available to all of the Lenders, twelve months (as selected by
         the Company) commencing on the applicable borrowing date of each
         Competitive Libor Loan hereunder; provided, however, that no
         Competitive Libor Interest Period shall end after the Termination Date.

"COMPETITIVE LIBOR LOAN" shall mean a Competitive Loan bearing interest at a
         rate based on LIBOR.

"COMPETITIVE LIBOR RATE" shall mean, with respect to a Competitive LIBOR Loan,
         LIBOR plus the applicable margin specified by the Lender making such
         Competitive Loan in its Competitive Bid.

"COMPETITIVE LOAN" shall mean a Loan made pursuant to Section 2.1C.

"COMPETITIVE NOTE" shall mean a Note or Notes executed and delivered pursuant to
         Section 2.1C.

"CONSOLIDATED NET WORTH" shall mean the excess of the net book value of the
         assets of the Company and its Consolidated Subsidiaries over all of
         their liabilities (other than Subordinated Indebtedness), as determined
         on a consolidated basis in accordance with generally accepted
         accounting principles as applied by the Company in the calculation of
         such amount in the Company's then most recent financial statements
         furnished to its stockholders, plus the aggregate value of all treasury
         stock purchased after January 3, 1997 (at cost) by the Company (to the
         extent that the aggregate value of such treasury stock for purposes of
         this calculation does not exceed Two Hundred Fifty Million Dollars
         ($250,000,000)). The calculation of Consolidated Net Worth shall
         exclude any amounts which would otherwise be required to be included
         therein as a result of the future adoption by the Financial Accounting
         Standards Board of any policy, statement, rule or regulation requiring
         the Company to record an accumulative liability on its Financial
         Report(s).

"CONSOLIDATED SUBSIDIARY" shall mean, at any particular time, every Subsidiary
         which is consolidated in the Company's financial statements contained
         in its then most recent Financial Report.

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"DEBT"   shall mean, collectively, all indebtedness at any one time outstanding
         hereunder and owed by the Company to the Lenders pursuant to this
         Agreement and includes the principal of and interest on all Notes and
         each conversion, extension, renewal or refinancing thereof in whole or
         in part, the Facility Fees and any prepayment premium due under Section
         2.1A(x).

"DOLLARS" or "$" shall mean any lawful currency of the United States of America.

"EFFECTIVE DATE" shall mean December 31, 1999.

"EUROCURRENCY" shall mean any freely transferrable and convertible currency on
         deposit outside the country of issuance.

"EVENT OF DEFAULT" shall mean any of the events referred to in Article VII
         hereof.

"FACILITY FEE" shall mean the sum to be paid by the Company to the
         Administrative Agent on behalf of each Lender on the last Banking Day
         of each calendar quarter prior to the termination of the Commitments
         and the repayment of the outstanding Loans, calculated, for each day,
         as the product of each Lender's Commitment (or, after the termination
         of such Commitments, each Lender's outstanding Loans), on such day, and
         during the Commitment Period, and upon the termination of the
         Commitments, calculated, for each day, as the product of each Lender's
         Commitment, on such day and five (5) basis points.

"FEDERAL FUNDS RATE" shall mean, for any day, the rate set forth in the weekly
         statistical release designated as H.15(519), or any successor
         publication, published by the Federal Reserve Bank of New York
         (including any such successor, "H.15(519)") on the preceding Banking
         Day opposite the caption "Federal Funds (Effective)"; or, if for any
         relevant day such rate is not so published on any such preceding
         Banking Day, the rate for such day shall be the arithmetic mean, as
         determined by the Administrative Agent, of the rates for the last
         transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
         York time) on such day by each of three leading brokers of Federal
         funds transactions in New York City selected by the Administrative
         Agent.

"FINANCIAL REPORT" shall mean the annual or periodic report prepared in
         accordance with generally accepted accounting principles, except as
         otherwise indicated therein, filed by the Company with the Securities
         and Exchange Commission (or any governmental body or agency succeeding
         to the functions of such Commission) on Form 10-K or 10-Q pursuant to
         the Securities Exchange Act of 1934 ("Exchange Act"), as then in effect
         (or any comparable forms under similar Federal statutes then in force),
         and the most recent financial statements furnished by the Company to
         its stockholders (which annual financial statements shall be certified
         by the Company's independent certified public accountants).

"FIXED RATE LOANS" shall mean a Competitive Loan bearing interest at a Fixed
         Rate.

"FIXED RATE" shall mean, with respect to any Competitive Loan (other than a
         Competitive Libor Loan), the fixed rate of interest per annum specified
         by the Lender making such Competitive Loan in its related Competitive
         Bid.

"INTEREST ADJUSTMENT DATE" shall mean the last day of each LIBOR Interest
         Period.

"LIBOR"  shall mean the average (rounded upward to the nearest 1/16 of 1%) of
         the per annum rates at which deposits in immediately available funds in
         Dollars for the number of months in the relevant LIBOR Interest Period
         and in the amount of the LIBOR Loan or Competitive Libor


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         Loan to be disbursed or to remain outstanding during such LIBOR
         Interest Period, as the case may be, are offered to the Administrative
         Agent or the Competitive Advance Facility Agent, as the case may be, by
         the Reference Lenders in the London Interbank Eurodollar market,
         determined as of 11:00 a.m. London time, two (2) London Banking Days
         prior to the beginning of the relevant LIBOR Interest Period pertaining
         to a LIBOR Loan or Competitive Libor Loan hereunder, as appropriately
         adjusted by dividing such average rate by 1.00 minus the applicable
         Reserve Percentage then in effect.

"LIBOR INTEREST PERIOD" shall mean a period of one, two, three, six or, if
         available to the Lenders, twelve months (as selected by the Company)
         commencing on the applicable borrowing date of each LIBOR Loan or
         Competitive Libor Loan hereunder; provided, however, that if any such
         period would be affected by a reduction in Commitments as provided in
         Section 2.5, prepayment as provided in Section 3.5 or maturity of a
         LIBOR Loan or Competitive Libor Loan as provided in Sections 2.1A or
         2.1C, such period shall end on such date; and provided further that no
         such LIBOR Interest Period shall end after the Termination Date.

"LIBOR LOAN" shall mean a Loan bearing interest at a rate based on LIBOR.

"LOAN" shall mean the indebtedness of the Company with respect to each advance
         of funds by a Lender hereunder.

"LONDON BANKING DAY" shall mean a day, other than a Saturday or Sunday, on which
         banks are open for business in London, England and New York, New York
         quoting deposit rates for Dollar deposits.

"MAJORITY LENDERS" shall mean Lenders with an aggregate of sixty-six and
         two-thirds percent (66 2/3%) or more of the Commitments (or, if the
         Commitments have been terminated, outstanding Loans) on the relevant
         date.

"MARGIN" shall mean seventeen and one-half (17 1/2) basis points.

"MATERIAL" shall mean the measure of a matter of significance which shall be
         determined as being an amount equal to five percent (5%) or more of
         Consolidated Net Worth.

"MONEY MARKET NOTE" shall mean a Note or Notes executed and delivered pursuant
         to Section 2.1B.

"MONEY MARKET RATE" shall mean, with respect to any period of days selected by
         the Company commencing on the applicable borrowing date for a Money
         Market Rate Loan, the rate of interest per annum quoted by any Lender
         to the Company for such Money Market Rate Loan.

"MONEY MARKET RATE LOAN" shall mean a Loan with an interest rate equal to the
         Money Market Rate and as otherwise defined in Section 2.1B.

"NOTE" or "NOTES" shall mean a note or notes executed and delivered pursuant to
         Sections 2.1A, 2.1B or 2.1C.

"NOTICE" shall mean a notice given pursuant to Section 10.5.

"OTHER FEES" shall mean the annual administration fee to be paid by the Company
         to CBT and the auction administration fee to be paid by the Company to
         Chase pursuant to the Fee Letter ("Fee Letter") dated November 12, 1996
         by and among the Company, CBT, Chase and Chase Securities, Inc.


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"OUTSTANDING MAJORITY LENDERS" shall mean Lenders with an aggregate of sixty-six
         and two-thirds percent (66 2/3%) or more of the principal amount of
         Loans on the relevant date.

"PERCENTAGE" shall mean, as to any Lender (as set forth on such Lender's
         signature page hereof), the percentage of such Lender's share of the
         total Commitments of all Lenders; provided that if the Commitments are
         terminated or reduced pursuant to this Agreement, then "Percentage"
         shall mean the percentage of such Lender's share of the total
         Commitments of all Lenders immediately prior to the termination or
         after the reduction of Commitments (giving effect to any subsequent
         assignments pursuant to Section 10.9).

"PLAN" shall mean any employee pension benefit plan within the meaning of
         Section 3(2) of the Employee Retirement Income Security Act of 1974, as
         amended from time to time ("ERISA"), sponsored and maintained by the
         Company, any Consolidated Subsidiary, or any member of a controlled
         group of corporations, as the term "controlled group of corporations"
         is defined in Section 1563 of the Internal Revenue Code of 1986, as
         amended, of which the Company or any Consolidated Subsidiary is a part,
         for employees thereof.

"POSSIBLE DEFAULT" shall mean an event, condition or thing known to the Company
         which constitutes, or which with the lapse of any applicable grace
         period or the giving of notice or both would constitute, any Event of
         Default and which has not been appropriately waived by the Lenders in
         writing or fully corrected prior to becoming an Event of Default.

"REFERENCE LENDER" shall mean Chase or any successor Lender appointed by the
         Company, and satisfactory to the holders of fifty-one percent (51%) by
         amount of the Commitments or Loans, as the case may be, at any time,
         upon thirty (30) days prior written notice to the Lenders, to act as
         the Reference Lender pursuant to the terms of this Agreement.

"REGULATORY CHANGE" shall mean, as to any Lender, any change in United States
         federal, state or foreign laws or regulations or the adoption or making
         of any interpretations, directives, guidelines or requests of or under
         any United States federal, state or foreign laws, treaties or
         regulations, in each case, enacted after the Effective Date (whether or
         not having the force of law) by any court or governmental authority
         charged with the interpretation or administration thereof.

"RELATED WRITING" shall mean any assignment, mortgage, security agreement,
         subordination agreement, financial statement, audit report or other
         writing furnished by the Company or any of its officers to the Lenders
         pursuant to or otherwise in connection with this Agreement.

"REPORTABLE EVENT" shall mean a reportable event as that term is defined in
         Title IV of ERISA except actions of general applicability by the
         Secretary of Labor under Section 110 of ERISA.

"RESERVE PERCENTAGE" shall mean, 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 reserve requirement (including, but not limited to, any
         margin reserve requirement and taking into account any transitional
         adjustments or other scheduled changes in reserve requirements) which
         is imposed on (a) commercial time deposits having an original maturity
         of one (1) year or less and which is applicable to the class of banks
         of which the Administrative Agent is a member; or (b) a Lender with
         respect to liabilities or assets consisting of or including
         Eurocurrency funds or deposits, as the case may be.

"REVOLVING CREDIT LOAN" shall mean a Loan evidenced by a Revolving Credit Note.


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"REVOLVING CREDIT NOTE" shall mean a Note evidencing a Loan described in Section
         2.1A.

"SUBORDINATED INDEBTEDNESS" shall mean an indebtedness which has been
         subordinated (by written terms or agreement being in form and substance
         reasonably satisfactory to the holders of fifty-one percent (51%) by
         amount of the Commitments) in favor of the prior payment in full of the
         Company's Debt to the Lenders.

"SUBSIDIARY" shall mean an existing or future corporation(s), the majority of
         the outstanding capital stock or voting power, or both, of which is (or
         upon the exercise of all outstanding warrants, options and other rights
         would be) owned at the time in question by the Company or by another
         such corporation(s) or by any combination of the Company and such
         corporation(s).

"TERMINATION DATE" shall mean 12:01 a.m. New York time on such date which is
         three hundred sixty-four (364) days from the Effective Date; provided,
         however, the Company may within ninety (90) days prior to the
         Termination Date, by notice to the Administrative Agent, make written
         requests to the Lenders to extend the scheduled Termination Date for an
         additional period of three hundred sixty-four (364) days. The
         Administrative Agent shall give prompt written notice to each Lender of
         the receipt of such request. Each Lender shall make a determination not
         more than sixty (60) nor less than fifty-five (55) days prior to the
         Termination Date whether it will extend the Termination Date as
         requested; provided, however, the failure by any Lender to make a
         timely response to the Company's request for an extension shall be
         deemed to constitute a refusal by such Lender to extend the Termination
         Date. If, in response to a request for an extension of the Termination
         Date one or more Lenders fail to agree to the requested extension
         ("Disapproving Lenders"), then the Company may elect to either (a)
         continue this Agreement at the same level of Commitments by replacing
         each of the Disapproving Lenders in accordance with Section 2.5, or (b)
         provided the requested extension is approved by at least fifty-one
         percent (51%) of the Lenders with Commitments hereunder (including for
         purposes hereof any replacement Lender(s) which may replace a
         Disapproving Lender ("Approving Lenders")), extend and continue this
         Agreement at a lower aggregate amount equal to the Commitments held by
         the Approving Lenders. In any such case, (i) the Termination Date
         relating to the Commitments held by the Disapproving Lenders shall
         remain as then in effect with repayment of any Notes held by such
         Disapproving Lenders being due on their due date and the termination of
         their respective Commitments on the Termination Date, and (ii) the
         Termination Date relating to the Commitments held by the Approving
         Lenders shall be extended by an additional period of three hundred
         sixty-four (364) days.

"TRANSACTIONS" shall mean the execution, delivery and performance by the Company
         of this Agreement and the borrowings contemplated hereunder.

"VOTING  STOCK" shall mean stock of a corporation of a class or classes having
         general voting power under ordinary circumstances to elect a majority
         of the board of directors, managers or trustees of such corporation
         (irrespective of whether or not the stock of any other class or classes
         shall have or might have voting power by reason of the happening of any
         contingency).

"WHOLLY-OWNED CONSOLIDATED SUBSIDIARY" shall mean each Consolidated Subsidiary
         all of whose outstanding stock, other than directors' qualifying
         shares, shall at the time be owned by the Company and/or by one or more
         Wholly-Owned Consolidated Subsidiaries.


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"FIVE YEAR FACILITY" shall mean the Amended and Restated Five Year Revolving
         Credit Agreement, dated January 3, 2000, by and among the Company as
         borrower, CBT as Administrative Agent, Chase as the Competitive Advance
         Facility Agent and certain or all of the Lenders.

         Any accounting term not specifically defined in this Article shall have
the meaning ascribed thereto by generally accepted accounting principles in
effect as of the date of the Company's then most recent Financial Reports unless
otherwise indicated.

         The foregoing definitions shall be applicable to the singular and
plural of such defined terms.

                     ARTICLE II. AMOUNT AND TERMS OF CREDIT

SECTION 2.1.  AMOUNT AND NATURE OF CREDIT. Subject to the terms and conditions
         of this Agreement each Lender will participate to the extent
         hereinafter provided in making Loans to the Company in such aggregate
         amounts as the Company shall request; provided, however, that in no
         event shall the aggregate principal amount of all Loans outstanding
         under this Agreement during the Commitment Period be in excess of the
         Commitments which, on the date hereof, total One Hundred Thirty-Four
         Million Four Hundred Thousand Dollars ($134,400,000).

A.       REVOLVING CREDIT LOANS

         (i)      BORROWING RIGHTS AND RESTRICTIONS: Subject to the terms and
                  conditions of this Agreement, during the Commitment Period
                  each Lender will make a Loan or Loans to the Company, pursuant
                  to this Section 2.1A, in such amount or amounts as the Company
                  may request from time to time but not exceeding in aggregate
                  principal amount, at any one time outstanding hereunder, the
                  Commitment of such Lender. Subject to the provisions of this
                  Agreement, the Company shall be entitled under this Paragraph
                  A to borrow funds, repay the same in whole or in part, and
                  reborrow hereunder at any time and from time to time during
                  the Commitment Period. Each Loan made under this Paragraph A
                  shall be made pro-rata according to the Lenders' respective
                  Commitments.

         (ii)     LOAN AMOUNTS: The Company shall have the option, subject to
                  the terms and conditions set forth herein, to borrow under
                  this Section 2.1A up to the total of all the Commitments by
                  means of any combination of:

                  (a)      Alternate Base Rate Loans which shall be payable on
                           their respective due dates and shall be drawn down in
                           aggregate amounts of not less than Five Million
                           Dollars ($5,000,000) or any greater amount evenly
                           divisible by One Million Dollars ($1,000,000); and

                  (b)      LIBOR Loans, which shall be payable on the last day
                           of the relevant LIBOR Interest Period and shall be
                           drawn down in aggregate amounts of not less than Five
                           Million Dollars ($5,000,000) or any greater amount
                           evenly divisible by One Million Dollars ($1,000,000).

         (iii)    PROCEDURE FOR BORROWING: The procedure for borrowing under
                  this Section 2.1A shall be as follows:

                  (a)      Each such borrowing shall be made upon the Company's
                           written notice ("Notice") to the Administrative Agent
                           (which Notice must be received by the Administrative
                           Agent prior to 11:00 a.m. New York time three (3)
                           London


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                           Banking Days prior to the requested borrowing date in
                           the event of a LIBOR Loan and by 11:00 a.m. New York
                           time on the same Banking Day of the proposed date of
                           such borrowing in the event of an Alternate Base Rate
                           Loan). The Notice shall specify:

                           (1)      the amount of such borrowing;

                           (2)      the requested borrowing date which shall be
                                    a Banking Day or a London Banking Day, as
                                    the case may be;

                           (3)      the type of Loan(s) comprising such
                                    borrowing; and

                           (4)      the duration of the LIBOR Interest Period
                                    for any LIBOR Loan(s) and the maturity date
                                    of any Alternate Base Rate Loan(s) (which in
                                    either case shall not be later than the
                                    Termination Date).

                  (b)      The Administrative Agent shall promptly notify each
                           Lender of (i) its receipt of a Notice of borrowing,
                           (ii) the amount of each Lender's pro-rata share of
                           such borrowing, and (iii) the name of the Company's
                           bank, the Company's account number and American
                           Banking Association routing number of the bank at
                           which the Company's account is maintained and to
                           which such pro-rata shares shall be routed.

                  (c)      Each Lender's pro-rata share of each Revolving Credit
                           Loan shall be delivered by each such Lender to the
                           Company not later than 3:00 p.m. New York time on the
                           requested borrowing date, time being of the essence,
                           in immediately available Dollars by wire transfer to
                           an account of the Company designated by the Company,
                           from time to time in writing to the Administrative
                           Agent, with the account number and American Banking
                           Association routing number of the bank at which such
                           account is maintained.

         (iv)     INTEREST RATES: The Company shall pay interest on Revolving
                  Credit Loans:

                  (a)      at the Alternate Base Rate on the unpaid principal
                           amount of Alternate Base Rate Loans outstanding from
                           time to time from the date of receipt of funds by the
                           Company until paid, payable on the last Banking Day
                           of each calendar quarter and on the maturity date,
                           computed on the basis of a 365 or 366 day year as the
                           case may be; and

                  (b)      at LIBOR plus the applicable Margin (converted to
                           percentage points) on the unpaid principal amount of
                           LIBOR Loans outstanding from time to time from the
                           date on which funds are received by the Company until
                           paid (computed on the basis of a year having 360 days
                           calculated on the basis of the actual number of days
                           elapsed), payable (a) on the last day of the LIBOR
                           Interest Period or (b) every three (3) months in the
                           event any such LIBOR Interest Period exceeds three
                           (3) months.

         (v)      PAYMENTS ON REVOLVING CREDIT NOTES, ETC.: All payments of
                  principal and interest shall be made to the Administrative
                  Agent in immediately available funds for the account of the
                  Lenders by no later than 3:00 p.m. (New York time) on the
                  applicable payment date. The Administrative Agent shall
                  promptly distribute to each Lender its ratable share of the
                  principal and interest received by it


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                  for the account of such Lender. Each Lender shall endorse each
                  Revolving Credit Note held by it or otherwise make appropriate
                  book entries evidencing each payment of principal made
                  thereon, it being understood, however, that any Lender's
                  failure to record appropriate information on the grid(s)
                  attached to any such Note shall in no way affect the
                  obligation of the Company under this Agreement or under any
                  such Note. Whenever any payment to be made hereunder,
                  including without limitation, any payment to be made on any
                  Note, shall be stated to be due on a day which is not a
                  Banking Day, such payment may be made on the next Banking Day
                  (but in any event not later than its maturity date) and such
                  extension of time shall in each case be included in the
                  computation of the interest payable on such Note.
                  Notwithstanding the previous sentence, in the case of any
                  LIBOR Loan, if the next Banking Day is in a month other than
                  the month the payment was originally due, such payment may be
                  made on the immediately preceding Banking Day and such
                  reduction of time shall in each case be considered in the
                  computation of the interest payable on such Note.

         (vi)     REVOLVING CREDIT NOTES: The obligation of the Company to repay
                  the Alternate Base Rate Loans and the LIBOR Loans made by each
                  Lender and to pay interest thereon shall be evidenced by
                  non-negotiable Revolving Credit Notes of the Company
                  substantially in the form of Schedule B hereto, with
                  appropriate insertions, dated the date of execution thereof by
                  the Company and payable to the order of such Lender on the
                  maturity date of such Loan, in the principal amount indicated
                  thereon. The principal amount of the Alternate Base Rate Loans
                  and the LIBOR Loans made by each Lender under this Section
                  2.1A and all prepayments thereof and the applicable dates with
                  respect thereto shall be recorded by such Lender from time to
                  time on the grid(s) attached to such Note or by appropriate
                  book entry. The aggregate unpaid amount of Alternate Base Rate
                  Loans and LIBOR Loans set forth on the grid(s) attached to
                  each Revolving Credit Note shall be rebuttable presumptive
                  evidence of the principal amount owing and unpaid on such
                  Note, it being understood, however, that any Lender's failure
                  to so record appropriate information on the grid(s) attached
                  to its respective Revolving Credit Note shall in no way affect
                  the obligations of the Company under this Agreement or such
                  Note.

         (vii)    INTEREST ON LATE PAYMENTS: If any Revolving Credit Note shall
                  not be paid at maturity, whether such maturity occurs by
                  reason of lapse of time or by operation of any provision or
                  acceleration of maturity therein or herein contained, the
                  principal thereof and the accrued and unpaid interest thereon
                  shall bear interest, until paid, at a rate per annum which
                  shall be 1.1 times the Alternate Base Rate from time to time
                  in effect.

         (viii)   LOAN REFINANCINGS: If any Revolving Credit Loan is not repaid
                  when due, unless otherwise directed by the Company, and
                  provided no Event of Default exists, (and the Commitment
                  Period has not terminated), the Lenders shall refinance such
                  Loans with Alternate Base Rate Loans unless otherwise provided
                  in this Agreement. Such automatic Loans shall be deemed to
                  have repaid the principal in full of each prior Loan such that
                  no Event of Default would exist.

         (ix)     CONVERSION: At the Company's option, the Company may at any
                  time or from time to time, except if an Event of Default
                  exists, convert a LIBOR Loan or an Alternate Base Rate Loan to
                  any one of the other types of Loans; provided, however, in the
                  case of LIBOR Loans any such conversion may only be made on
                  the Interest Adjustment Date applicable thereto. Such
                  conversion shall not be deemed to be a prepayment. The
                  provisions of this subsection shall apply with respect to
                  voluntary


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<PAGE>   10

                  conversions or conversions required hereunder. The Company,
                  through the Administrative Agent, shall give written or
                  telephonic notice to the Banks of each conversion by 11:00
                  a.m., New York time (a) on the date of such conversion if such
                  conversion is to Alternate Base Rate Loans, and (b) at least
                  two (2) London Banking Days prior to the date of such
                  conversion if such conversion is to LIBOR Loans. Each such
                  notice shall be effective upon receipt by the relevant Lender
                  and shall specify the date and amount of such conversion, the
                  type of Loans to be converted and the type of Loans to be
                  converted into. Each conversion shall be in an aggregate
                  amount of not less than Five Million Dollars ($5,000,000) or
                  any greater amount evenly divisible by One Million Dollars
                  ($1,000,000).

         (x)      PREPAYMENT.

                  (a)      As to Alternate Base Rate Loans, the Company shall
                           have the right at any time or from time to time, upon
                           one (1) Banking Days' prior written notice to the
                           Administrative Agent, without the payment of any
                           premium or penalty to prepay on a pro-rata basis, all
                           or any part of the principal amount of the Revolving
                           Credit Notes then outstanding as designated by the
                           Company plus interest accrued on the amount so
                           prepaid to the date of such prepayment.

                  (b)      As to LIBOR Loans, the Company shall have the right
                           at any time or from time to time, upon four (4)
                           London Banking Days' prior written notice to the
                           Administrative Agent, to prepay on a pro-rata basis,
                           all or any part of the principal amount of the
                           Revolving Credit Notes then outstanding as designated
                           by the Company, plus interest accrued on the amount
                           so prepaid to the date of such prepayment. If LIBOR,
                           as determined as of 11:00 a.m. London time three (3)
                           London Banking Days prior to the date of prepayment
                           (hereinafter "Prepayment LIBOR"), shall be lower than
                           the last LIBOR previously determined for the LIBOR
                           Loan(s), with respect to which prepayment is intended
                           to be made (hereinafter "Last LIBOR"), then the
                           Company shall promptly pay each of the Lenders, in
                           immediately available funds, a prepayment premium
                           measured by a rate (the "Prepayment Premium Rate")
                           which shall be equal to the difference between the
                           Last LIBOR and the Prepayment LIBOR. In determining
                           the Prepayment LIBOR, the Company shall apply a rate
                           equal to LIBOR (for a deposit approximately equal to
                           the amount of such prepayment) which would be
                           applicable to a LIBOR Interest Period commencing on
                           the date of such prepayment and having a duration
                           equal to the LIBOR Interest Period described in
                           Article I hereof with a length closest to the
                           remaining duration of the actual LIBOR Interest
                           Period during which such prepayment is to be made.
                           The Prepayment Premium Rate shall be applied to all
                           or such part of the principal amount of the Revolving
                           Credit Notes as related to the LIBOR Loans to be
                           prepaid, and the prepayment premium shall be computed
                           for the period commencing with the date on which said
                           prepayment is to be made to that date which coincides
                           with the last day of the LIBOR Interest Period
                           previously established when the LIBOR Loans, which
                           are to be prepaid, were made. Each prepayment of a
                           LIBOR Loan shall be in the aggregate principal sum of
                           not less than One Million Dollars ($1,000,000).
                           Notwithstanding the above, no prepayment premium
                           shall be due and owing by the Company if the Company
                           makes such payment on the Interest Adjustment Date
                           applicable to the Loan being paid. In the event the
                           Company fails to borrow or convert into a proposed
                           LIBOR Loan subsequent to the delivery to the Lenders
                           of the notice of the proposed date,


                                       10
<PAGE>   11

                           aggregate amount and initial LIBOR Interest Period of
                           such Loan, but prior to the draw down of funds
                           thereunder, such failure to borrow or convert shall
                           be treated as a prepayment subject to such prepayment
                           premium.

B.       MONEY MARKET RATE LOANS

         (i)      BORROWING RESTRICTIONS: Subject to the terms and conditions of
                  this Agreement, during the Commitment Period each Lender may
                  make (but is not obligated to make) a Money Market Rate Loan
                  to the Company in such amount or amounts as the Company may
                  from time to time request, provided that the sum of the total
                  Loans outstanding under Sections 2.1A and 2.1B plus the
                  aggregate principal amount of outstanding Competitive Loans at
                  any time shall not exceed the Commitments which, as of the
                  date hereof, total One Hundred Thirty-Four Million Four
                  Hundred Thousand Dollars ($134,400,000). Subject to the
                  provisions of this Agreement, the Company shall be entitled
                  under this Paragraph B to borrow funds, repay the same in
                  whole or in part and reborrow hereunder at any time and from
                  time to time from any Lender making Money Market Rate Loans to
                  the Company. The Administrative Agent shall not be involved,
                  in its capacity as such agent, in any borrowing(s) by the
                  Company under this Section 2.1B; provided, however, the
                  Administrative Agent shall be advised by the Company of each
                  such borrowing hereunder. The procedures for any such Loan
                  shall be as agreed upon by the Company and each Lender making
                  a Loan under this Paragraph B.

         (ii)     LOAN AMOUNTS: The Company shall have the option, subject to
                  the terms and conditions set forth herein, to borrow under
                  this Section 2.1B from any Lender that agrees to make such a
                  Loan, an amount not to exceed the total of all Commitments in
                  amounts of not less than Five Million Dollars ($5,000,000) or
                  any greater amount evenly divisible by One Million Dollars
                  ($1,000,000).

         (iii)    INTEREST RATES: The Company shall pay interest on the unpaid
                  principal amount of any Money Market Rate Loan outstanding
                  from time to time from the date on which funds are received by
                  the Company until paid, at the Money Market Rate. Except as
                  may be otherwise agreed by the Company and the Lender making a
                  Money Market Rate Loan, interest shall be payable at the
                  maturity of such Loan and shall be computed on the basis of a
                  365 or 366 day year, as the case may be.

         (iv)     MONEY MARKET NOTES: The obligation of the Company to repay
                  Money Market Rate Loans and to pay interest thereon, shall be
                  evidenced by a Money Market Note substantially in the form of
                  Schedule C hereto, dated the date of execution thereof by the
                  Company and payable to the order of the applicable Lender in
                  accordance with the terms and conditions of such Money Market
                  Note.

         (v)      PAYMENT: All payments of principal and interest due on Money
                  Market Rate Loans shall be paid by the Company directly to any
                  Lender making a Money Market Rate Loan to the Company. Any
                  such Loans hereunder shall be paid on the date specified in
                  the applicable Money Market Note.

         (vi)     INTEREST ON LATE PAYMENTS: If any Money Market Note shall not
                  be paid at maturity, whether such maturity occurs by reason of
                  lapse of time or by operation of any provision of acceleration
                  of maturity therein contained, the principal thereof and the
                  unpaid interest thereon shall bear interest, until paid, at a
                  rate per annum which shall be 1.1 times the Alternate Base
                  Rate from time to time in effect.


                                       11
<PAGE>   12

C.       COMPETITIVE BID LOANS

         (i)      BORROWING RIGHTS AND RESTRICTIONS: Subject to the terms and
                  conditions of this Agreement, during the Commitment Period the
                  Company may request Competitive Bids and may (but shall not
                  have any obligation to) accept Competitive Bids and borrow
                  Competitive Loans provided that the sum of the total Loans
                  outstanding under Sections 2.1A and 2.1B plus the aggregate
                  principal amount of outstanding Competitive Loans at any time
                  shall not exceed the Commitments which, on the date hereof,
                  total One Hundred Thirty-Four Million Four Hundred Thousand
                  Dollars ($134,400,000). Subject to the provisions of this
                  Agreement, the Company may, if a Competitive Bid is submitted
                  by a Lender, borrow funds under this Paragraph C, repay the
                  same in whole or in part, and reborrow hereunder at any time
                  and from time to time during the Commitment Period.

         (ii)     LOAN AMOUNTS: The Company shall have the option, subject to
                  the terms and conditions set forth herein, to borrow under
                  this Section 2.1C up to the principal amount of the
                  Commitments which, on the date hereof, total One Hundred
                  Thirty-Four Million Four Hundred Thousand Dollars
                  ($134,400,000) by means of any combination of:

                  (a)      Fixed Rate Loans which shall be payable on their
                           respective due dates and shall be drawn down in
                           aggregate amounts of not less than Five Million
                           Dollars ($5,000,000) or any greater amount evenly
                           divisible by One Million Dollars ($1,000,000); and

                  (b)      Competitive Libor Loans which shall be payable on the
                           last date of their Competitive Libor Interest Period
                           and shall be drawn down in aggregate amounts of not
                           less than Five Million Dollars ($5,000,000) or any
                           greater amount evenly divisible by One Million
                           Dollars ($1,000,000).

         (iii)    PROCEDURE FOR BORROWING: The procedure for borrowing under
                  this Section 2.1C shall be as follows:

                  (a)      Each such borrowing shall be made by Notice to the
                           Competitive Advance Facility Agent (which Notice must
                           be received by the Competitive Advance Facility Agent
                           prior to 11:00 a.m. New York time four (4) London
                           Banking Days prior to the requested borrowing date in
                           the event of a Competitive Libor Loan and by 11:00
                           a.m. New York time one Banking Day prior to the
                           proposed date of such borrowing in the event of a
                           Fixed Rate Loan). Such Notice shall specify:

                           (1)      the amount of such borrowing;

                           (2)      the requested borrowing date which shall be
                                    a Banking Day or a London Banking Day, as
                                    the case may be;

                           (3)      the type of Loan(s) comprising such
                                    borrowing; and

                           (4)      the duration of the Competitive Libor
                                    Interest Period for any Competitive Libor
                                    Loan and the maturity date of any Fixed Rate
                                    Loan(s).


                                       12
<PAGE>   13

                  (b)      The Competitive Advance Facility Agent shall promptly
                           notify each Lender of its receipt of a request for a
                           Competitive Loan thereby inviting the Lenders to
                           submit Competitive Bids. Any such notice shall
                           identify the name of the Company's bank, the
                           Company's account number and American Banking
                           Association routing number of the bank at which the
                           Company's account is maintained and to which the
                           proceeds from any Competitive Loan shall be routed.

                  (c)      Each Lender may (but shall not have any obligation
                           to) make one or more Competitive Bids to the Company
                           in response to a Competitive Bid Request. Each
                           Competitive Bid by a Lender must be in a form
                           approved by the Competitive Advance Facility Agent
                           and must be received by the Competitive Advance
                           Facility Agent by telecopy, in the case of a
                           Competitive Libor Loan, not later than 10:00 a.m.,
                           New York time, three (3) London Banking Days before
                           the proposed date of such Competitive Borrowing, and
                           in the case of an Fixed Rate Loan, not later than
                           10:00 a.m., New York time, on the proposed date of
                           such Competitive Borrowing. Competitive Bids that do
                           not conform substantially to the form approved by the
                           Competitive Advance Facility Agent may be rejected by
                           the Competitive Advance Facility Agent, and the
                           Competitive Advance Facility Agent shall notify the
                           applicable Lender as promptly as practicable. Each
                           Competitive Bid shall be in aggregate amounts of not
                           less than Five Million Dollars ($5,000,000) or any
                           greater amount evenly divisible by One Million
                           Dollars ($1,000,000) and may equal the entire
                           principal amount of the Competitive Borrowing
                           requested by the Company. Each Competitive Bid shall
                           specify (i) the Competitive Bid Rate(s) at which the
                           Lender is prepared to make such Loan or Loans
                           (expressed as a percentage rate per annum in the form
                           of a decimal to no more than four decimal places) and
                           (ii) in the case of a Competitive Libor Loan, the
                           Competitive Libor Interest Period applicable to each
                           such Loan and the last day thereof.

                  (d)      The Competitive Advance Facility Agent shall promptly
                           notify the Company by telecopy of the Competitive Bid
                           Rate and the principal amount specified in each
                           Competitive Bid and the identity of the Lender that
                           made such Competitive Bid.

                  (e)      Subject only to the provisions of this paragraph, the
                           Company may accept or reject any Competitive Bid. The
                           Company shall notify the Competitive Advance Facility
                           Agent by telephone, confirmed by telecopy in a form
                           approved by the Competitive Advance Facility Agent,
                           whether and to what extent it has decided to accept
                           or reject each Competitive Bid, in the case of a
                           Competitive Libor Loan, not later than 11:00 a.m.,
                           New York time, three (3) London Banking Days before
                           the date of the proposed Competitive Borrowing, and
                           in the case of a Fixed Rate Loan, not later than
                           11:00 a.m., New York time, on the proposed date of
                           the Competitive Borrowing; provided that (i) the
                           failure of the Company to give such notice shall be
                           deemed to be a rejection of each Competitive Bid,
                           (ii) the Company shall not accept a Competitive Bid
                           made at a particular Competitive Bid Rate if the
                           Company rejects a Competitive Bid made at a lower
                           Competitive Bid Rate, (iii) the aggregate amount of
                           the Competitive Bids accepted by the Company shall
                           not exceed the aggregate amount of the requested
                           Competitive


                                       13
<PAGE>   14

                           Borrowing specified in the related Competitive Bid
                           Request, (iv) to the extent necessary to comply with
                           clause (iii) above, the Company may accept
                           Competitive Bids at the same Competitive Bid Rate in
                           part, which acceptance, in the case of multiple
                           Competitive Bids at such Competitive Bid Rate, shall
                           be made pro-rata in accordance with the amount of
                           each such Competitive Bid, and (v) except as
                           otherwise provided in clause (iv) above, no
                           Competitive Bid shall be accepted for a Competitive
                           Loan unless such Competitive Loan is in a minimum
                           principal amount of Five Million Dollars ($5,000,000)
                           or any greater amount evenly divisible by One Million
                           Dollars ($1,000,000); provided further that if a
                           Competitive Loan must be in an amount less than Five
                           Million Dollars ($5,000,000) because of the
                           provisions of clause (iv) above, such Competitive
                           Loan may be for a minimum of One Million Dollars
                           ($1,000,000) or any integral multiple thereof, and in
                           calculating the pro-rata allocation of acceptances of
                           portions of multiple Competitive Bids at a particular
                           Competitive Bid Rate pursuant to clause (iv) the
                           amounts shall be rounded to integral multiples of One
                           Million Dollars ($1,000,000) in a manner determined
                           by the Company.

                  (f)      The Competitive Advance Facility Agent shall promptly
                           notify each bidding Lender by telecopy whether or not
                           its Competitive Bid has been accepted (and, if so,
                           the amount and Competitive Bid Rate so accepted), and
                           each successful bidder will thereupon become bound,
                           subject to the terms and conditions hereof, to make
                           the Competitive Loan in respect of which its
                           Competitive Bid has been accepted.

                  (g)      If the Competitive Advance Facility Agent shall elect
                           to submit a Competitive Bid in its capacity as a
                           Lender, it shall submit such Competitive Bid directly
                           to the Company at least one quarter of an hour
                           earlier than the time by which the other Lenders are
                           required to submit their Competitive Bids to the
                           Competitive Advance Facility Agent pursuant to
                           paragraph (b) of this Section.

         (iv)     INTEREST RATES: Interest shall accrue at the Competitive Bid
                  Rate specified in the applicable Competitive Bid, unless
                  otherwise agreed by the Lender submitting such Competitive Bid
                  and the Company.

         (v)      PAYMENTS ON COMPETITIVE NOTES: All payments of principal and
                  interest shall be made to the Competitive Advance Facility
                  Agent in immediately available funds for the account of the
                  Lenders by no later than 3:00 p.m. (New York time) on the
                  applicable payment date which date shall be specified on the
                  applicable Competitive Note. The Competitive Advance Facility
                  Agent shall promptly distribute to each Lender the principal
                  and interest received by it for the account of such Lender.
                  Each Lender having made a Competitive Loan hereunder shall
                  endorse each Competitive Note held by it or otherwise make
                  appropriate book entries evidencing each payment of principal
                  made thereon, it being understood, however, that any Lender's
                  failure to record appropriate information on the grid(s)
                  attached to any such Note shall in no way affect the
                  obligation of the Company under this Agreement or under any
                  such Note. Whenever any payment to be made hereunder,
                  including without limitation, any payment to be made on any
                  Note, shall be stated to be due on a day which is not a
                  Banking Day, or a London Banking Day as the case may be, such
                  payment shall be made on the next Banking Day (but in any
                  event not later than its maturity date) and such extension of
                  time shall in each case be included in the computation of the
                  interest payable on such Note. Notwithstanding the previous


                                       14
<PAGE>   15



                  sentence, in the case of any Competitive Libor Loan, if the
                  next London Banking Day is in a month other than the month the
                  payment was originally due, such payment may be made on the
                  immediately preceding London Banking Day and such reduction of
                  time shall in each case be considered in the computation of
                  the interest payable on such Note.

         (vi)     COMPETITIVE NOTES: The obligation of the Company to repay the
                  Fixed Rate Loans and the Competitive Libor Loans made by any
                  Lender and to pay interest thereon shall be evidenced by
                  non-negotiable Competitive Notes of the Company substantially
                  in the form of Schedule D hereto, with appropriate insertions,
                  dated the date of execution thereof by the Company and payable
                  to the order of such Lender on the maturity date of such Loan,
                  in the principal amount indicated thereon. The principal
                  amount of the Fixed Rate Loans and the Competitive Libor Loans
                  made by each Lender under this Section 2.1C and all
                  prepayments thereof and the applicable dates with respect
                  thereto shall be recorded by such Lender from time to time on
                  the grid(s) attached to such Note or by appropriate book
                  entry. The aggregate unpaid amount of Fixed Rate Loans and
                  Competitive Libor Loans set forth on the grid(s) attached to
                  each Competitive Note shall be rebuttable presumptive evidence
                  of the principal amount owing and unpaid on such Note, it
                  being understood, however, that any Lender's failure to so
                  record appropriate information on the grid(s) attached to its
                  respective Competitive Note shall in no way affect the
                  obligations of the Company under this Agreement or such Note.

         (vii)    PREPAYMENT: The Company shall not have any right to prepay any
                  Competitive Loan without the prior consent of the Lender
                  having made such Loan.

SECTION 2.2. CONDITIONS TO CERTAIN LOANS OR CONVERSIONS. The obligation or right
         of each Lender to make any of the Loans or to convert any of the Loans
         described in Sections 2.1A, 2.1B or 2.1C hereunder is conditioned, in
         the case of each borrowing or conversion hereunder, upon:

         (i)      the fact that no Possible Default or Event of Default shall
                  then exist or immediately after such Loan is made would exist;
                  and

         (ii)     the fact that the representations and warranties contained in
                  Article IV hereof shall be true and correct in all material
                  respects with the same force and effect as if made on and as
                  of the date of such borrowing or conversion.

         Each borrowing or conversion by the Company hereunder shall be deemed
         to be a representation and warranty by the Company as of the date of
         such borrowing or conversion as to the facts specified in Sections 2.2
         (i) and (ii) above.

SECTION 2.3. FACILITY FEE. The Company agrees to pay to each Lender a Facility
         Fee, for the period from and including the date of this Agreement until
         the Commitments have terminated and the outstanding Loans have been
         repaid. The first payment of the Facility Fee shall be made no later
         than March 31, 1997 for the period January 3, 1997 to March 31, 1997.
         All payments of the Facility Fee shall be made to the Administrative
         Agent in immediately available funds for the account of the Lenders by
         no later than 3:00 p.m. (New York time) on the applicable payment date.
         The Administrative Agent shall promptly distribute to each Lender its
         ratable share of the Facility Fee received by it for the account of
         such Lender.


                                       15
<PAGE>   16

SECTION 2.4. COMPUTATION OF FACILITY FEES. Facility Fees shall be computed for
         the actual number of days elapsed on the basis of a 360 day year.

SECTION 2.5. TERMINATION OF COMMITMENTS AND RIGHT OF SUBSTITUTION.

         (i)      The Company may at any time or from time to time terminate in
                  whole or ratably in part the Commitments of all of the Lenders
                  to an amount not less than the aggregate principal amount of
                  the Loans then outstanding under this Agreement, by giving the
                  Lenders and the Administrative Agent not less than two (2)
                  Banking Days' notice of the aggregate amount of such
                  termination (which shall not be less than Five Million Dollars
                  ($5,000,000) or any greater amount evenly divisible by One
                  Million Dollars ($1,000,000)) and such Lender's proportionate
                  amount of such termination. If the Company terminates in whole
                  the Commitments of the Lenders, on the effective date of such
                  termination (provided the Company has prepaid in full the
                  unpaid principal balance, if any, of the Notes outstanding
                  together with all accrued and unpaid interest, if any,
                  Facility Fees accrued and unpaid, and any applicable
                  prepayment premiums) all of the Notes outstanding shall be
                  delivered to the Company marked "Cancelled". Any termination
                  of the Commitments shall be irrevocable during the remainder
                  of the Commitment Period.

         (ii)     The Company may at any time or from time to time terminate or
                  reduce the Commitment of any Lender hereunder to an amount not
                  less than the aggregate principal amount of the Loans then
                  outstanding held by such Lender under this Agreement:

                  (a)      immediately if such Lender satisfies any of the
                           criteria for insolvency described in Section 7.5
                           hereof; or

                  (b)      upon not less than two (2) Banking Days' notice to
                           such Lender and the Administrative Agent if the
                           Company, in its sole discretion, elects to terminate
                           the Commitment of such Lender for any reason
                           including, but not limited to, the default of such
                           Lender under the terms of this Agreement.

         (iii)    In the event the Commitment of any Lender is terminated by the
                  Company, the Company shall replace such Lender with a
                  successor Lender or banks (including any Lender or Lenders
                  which is a party to this Agreement with the consent of such
                  Lender or Lenders) with a Commitment not to exceed the
                  Commitment of the terminated Lender(s); provided that such
                  successor Lender shall, pursuant to a written instrument in
                  form and substance satisfactory to the Company, effectively
                  agree to become a party hereto and a "Lender" hereunder and be
                  bound by the terms hereof.

         (iv)     In the event of a default of any Lender under the terms of
                  this Agreement, the Company's election to terminate the
                  Commitment of such Lender shall not act as a waiver of any
                  other remedies which the Company may have for such default.

         (v)      The termination of the Commitment of any Lender pursuant to
                  Section 2.5(ii) shall not affect the Commitments or the
                  obligations of all remaining Lenders under this Agreement.

         (vi)     After any termination or reduction of the Commitments as
                  described in this Section 2.5, the Facility Fees payable
                  hereunder shall be calculated upon the Commitments of the
                  Lenders as so reduced.


                                       16
<PAGE>   17

         ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS AND
                                FIXED RATE LOANS

SECTION 3.1. RESERVES OR DEPOSIT REQUIREMENTS, ETC. If at any time after the
         Effective Date any Regulatory Change shall impose, modify or deem
         applicable any reserve and/or special deposit requirement (other than
         reserves: (a) included in the Reserve Percentage, the effect of which
         is reflected in the interest rate(s) of the LIBOR Loan(s) or
         Competitive Libor Loan(s) in question or (b) attributable to
         requirements imposed by the Board of Governors of the Federal Reserve
         System on any Lender as a result of the failure of any such Lender to
         maintain necessary current capitalization or financial conditions
         imposed thereby) against assets held by, or deposits in or for the
         account of any Loans by any Lender, and the result of the foregoing is
         to increase the cost to such Lender of making or maintaining LIBOR
         Loans or Competitive Libor Loans, as the case may be, or reduce the
         amount of principal or interest received by such Lender with respect to
         LIBOR Loans or Competitive Libor Loans, then upon demand by such Lender
         the Company shall pay to such Lender from time to time on Interest
         Adjustment Dates with respect to such Loans, as additional
         consideration hereunder, additional amounts sufficient to fully
         compensate and indemnify such Lender for such increased cost or reduced
         amount, provided that such additional cost or reduced amount were
         allocable to such LIBOR Loans or Competitive Libor Loans.

                  A certificate as to the increased cost or reduced amount
         (hereinafter in this Section 3.1 collectively called "Increased Costs")
         as a result of any event mentioned in this Section 3.1, setting forth
         the calculations therefor, shall be promptly submitted by such Lender
         to the Company for its review. The Company shall pay such Increased
         Costs for such period of time prior to the date such certificate is
         received by the Company during which such Regulatory Change, by its
         terms, applies retroactively to any period of time prior to the date
         such Regulatory Change became effective. In addition, the Company shall
         pay such Increased Costs incurred by a Lender on and after the date
         such certificate is received by the Company unless, and until, the
         Company, notwithstanding any other provision of this Agreement,

         (i)      upon at least three (3) Banking Days' prior written notice to
                  such Lender, prepays the affected LIBOR Loans in full or
                  converts all LIBOR Loans to Alternate Base Rate Loans
                  regardless of the LIBOR Interest Period thereof, or

         (ii)     terminates the Commitment of such Lender pursuant to Section
                  2.5 (provided that the Company shall pay such Increased Costs
                  on any LIBOR Loans from such Lender which remain outstanding).

         Each Lender will notify the Company as promptly as practicable of the
         existence of any event which will likely require the payment by the
         Company of any such additional amount under this Section.

SECTION 3.2. CHANGES IN TAX LAWS. In the event that by reason of any Regulatory
         Change of the jurisdiction where the office of the Lender making a Loan
         is located, (i) any Lender shall, with respect to this Agreement or any
         transaction under this Agreement, be subject to any tax, levy, impost,
         charge, fee, duty, deduction or withholding of any kind whatsoever
         (other than any tax imposed upon the total net income of such Lender or
         imposed on or calculated with respect to the value of the assets of
         such Lender) or (ii) any change shall occur in the taxation of any
         Lender with respect to any Loan and the interest payable thereon (other
         than any change which affects, and to the extent that it affects, the
         taxation of the total net income of such Lender or imposed on or
         calculated with respect to the value of the assets of such Lender), and
         if any such measures or any other similar measure shall result in an
         increase in the cost to such Lender of making or maintaining any Loan
         or


                                       17
<PAGE>   18

in a reduction in the amount of principal, interest or Facility Fee receivable
by such Lender in respect thereof, then such Lender shall promptly notify the
Company stating the reasons therefor.

         A certificate as to any such increased cost or reduced amount
(hereinafter in this Section 3.2 collectively called "Increased Taxes") as a
result of any event mentioned in this Section 3.2, setting forth the
calculations therefor, shall be submitted by such Lender to the Company for its
review. The Company shall pay such Increased Taxes for such period of time prior
to the date such certificate is received by the Company during which such
Regulatory Change, by its terms, applies retroactively to any period of time
prior to the date such Regulatory Change became effective. In addition, the
Company shall pay such Increased Taxes incurred by such Lender on and after the
date such certificate is received by the Company unless and until the Company,
notwithstanding any other provision of this Agreement,

         (i)      upon at least three (3) Banking Days' prior written notice to
                  such Lender and the Administrative Agent, prepays the affected
                  Loans in full, or

         (ii)     terminates the Commitment of such Lender pursuant to Section
                  2.5 hereof (provided that the Company shall pay such Increased
                  Costs on any Loans from such Lender which remain outstanding).

         If any Lender receives such additional consideration from the Company
pursuant to this Section 3.2 and thereafter obtains the benefits of any refund,
deduction or credit for any taxes or other amounts on account of which such
additional consideration has been paid, such Lender shall pay to the Company its
allocable share thereof and shall reimburse the Company to the extent, but only
to the extent, that such Lender shall have actually received a refund of such
taxes or other amounts together with any interest thereon or an effective net
reduction in taxes or other governmental charges (including any taxes imposed on
or measured by the total net income of such Lender) of the United States or any
state or subdivision thereof by virtue of any such deduction or credit, after
first giving effect to all other deductions and credits otherwise available to
such Lender. If, at the time any audit of such Lender's income tax return by any
taxing agency is completed, such Lender determines, based on such audit, that it
was not entitled to the full amount of any refund reimbursed to the Company as
aforesaid or that its net income taxes are not reduced by a credit or deduction
for the full amount of taxes reimbursed to the Company as aforesaid, the
Company, upon demand of such Lender, will promptly pay to such Lender the amount
so refunded to which such Lender was not so entitled, or the amount by which the
net income taxes of such Lender were not so reduced, as the case may be. The
provisions of this Section 3.2 and Section 3.1 shall survive the termination of
this Agreement.


SECTION 3.3. EURODOLLAR DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE.
         In the event the Majority Lenders shall have determined, in good faith
         and reasonably, that Dollar deposits of the relevant amount for the
         relevant LIBOR Interest Period for LIBOR Loans are not available to the
         Lenders in the London Interbank Eurodollar market or that, by reason of
         circumstances affecting such market, adequate and reasonable means do
         not exist for ascertaining LIBOR then (i) any notice of new LIBOR Loans
         (or conversion of Revolving Credit Loans to LIBOR Loans) previously
         given by the Company and not yet borrowed (or converted, as the case
         may be) shall be deemed a notice to make Alternate Base Rate Loans
         unless the Company notifies the Administrative Agent to the contrary,
         and (ii) the Company shall be obligated either to prepay or to convert
         any outstanding LIBOR Loans on the last day of the then current LIBOR
         Interest Period or Periods with respect thereto.


                                       18
<PAGE>   19

SECTION 3.4. INDEMNITY. Without limitation of any other provisions of this
         Article III, the Company hereby agrees to indemnify and hold harmless
         each of CBT, Chase and each Lender from and against all costs, expenses
         (including fees, charges and disbursements of counsel) and liabilities
         resulting from any litigation or other proceedings (regardless of
         whether CBT, Chase or any Lender is a party thereto), related to or
         arising out of the Transactions contemplated hereby, except to the
         extent such costs, expenses and liabilities result from the wilful
         misconduct or gross negligence of the party seeking indemnification as
         determined by a court of competent jurisdiction, excluding
         consequential, incidental or special damages. A certificate as to any
         such loss or expense shall be promptly submitted by CBT, Chase and any
         such Lender to the Company for its review and shall be paid by the
         Company in the absence of manifest error.

SECTION 3.5. CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL. If at any time any
         Regulatory Change shall make it unlawful for any Lender to fund,
         refinance, continue or convert into any LIBOR Loans which it is
         committed to make hereunder with moneys obtained in the London
         Interbank Eurodollar market, the Commitment of such Lender to fund,
         refinance, continue or convert into LIBOR Loans shall, upon the
         happening of such event, be suspended for the duration of such
         illegality and such Lender shall by written notice to the Company and
         the Administrative Agent declare that its Commitment with respect to
         such Loans has been so suspended and, if and when such illegality
         ceases to exist, such suspension shall cease and such Lender shall
         similarly notify the Company and the Administrative Agent. If any such
         change shall make it unlawful for any Lender to continue in effect the
         funding in the London Interbank Eurodollar market of any LIBOR Loan
         previously made by it hereunder, such Lender shall, upon the happening
         of such event, notify the Company and the other Lenders thereof in
         writing stating the reasons therefor and the Company shall, on the
         earlier of (i) the last day of the then current LIBOR Interest Period
         or (ii) if required by such law, regulation or interpretation, on such
         date as shall be specified in such notice, either convert all LIBOR
         Loans to Alternate Base Rate Loans or prepay all LIBOR Loans to the
         Lenders in full. Any such prepayment or conversion shall not be subject
         to the prepayment premiums prescribed in Section 2.1A(x) hereof. Any
         requests for a LIBOR Loan not funded pursuant to this Section shall be
         deemed to have been a request for an Alternate Base Rate Loan.

SECTION 3.6. FUNDING. Each Lender may, but shall not be required to, make LIBOR
         Loans and Competitive Libor Loans with funds obtained outside the
         United States.

                   ARTICLE IV. REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Lenders that:

SECTION 4.1. CORPORATE EXISTENCE. The Company is a corporation duly organized
         and in good standing under the laws of the State of Ohio.

SECTION 4.2. AUTHORIZATION; NO CONFLICT. The execution, delivery, and
         performance by the Company of this Agreement, the Notes and Related
         Writings are within the Company's corporate powers, have been duly
         authorized by all necessary corporate action, and do not and will not
         contravene or conflict with any provision of applicable law or any
         applicable final judgement in effect or of the Amended Articles of
         Incorporation or Regulations of the Company or of any agreement for
         borrowed money or other material agreement binding upon the Company.
         The Company has duly executed and delivered this Agreement.

SECTION 4.3. VALIDITY AND BINDING NATURE. This Agreement is, and the Notes when
         duly executed and delivered will be, legal, valid and binding
         obligations of the Company enforceable against the Company in
         accordance with their respective terms.


                                       19
<PAGE>   20

SECTION 4.4. LITIGATION AND LIENS. To the best of the Company's knowledge, no
         litigation or proceeding is pending which would, if successful, have a
         Material adverse impact on the financial condition of the Company and
         the Consolidated Subsidiaries taken as a whole, which is not already
         reflected in the Company's Financial Reports delivered to the Lenders
         prior to the date of this Agreement. The Internal Revenue Service has
         not alleged any Material default by the Company in the payment of any
         tax or threatened to make any Material assessment in respect thereof
         which would have or reasonably could have a Material adverse impact on
         the financial condition of the Company and the Consolidated
         Subsidiaries, taken as a whole.

SECTION 4.5. ERISA COMPLIANCE. Neither the Company nor any Consolidated
         Subsidiary has incurred any Material accumulated funding deficiency
         within the meaning of ERISA and the regulations thereunder. No
         Reportable Event has occurred with respect to any Plan which would have
         a Material adverse financial impact on the Company or any of its
         Consolidated Subsidiaries, taken as a whole. The Pension Benefit
         Guaranty Corporation, established under ERISA, has not asserted that
         the Company or any Consolidated Subsidiary has incurred any Material
         liability in connection with any Plan. No Material lien has been
         attached and no person has threatened to attach such a lien on any
         property of the Company and any Consolidated Subsidiary as a result of
         the Company's or any Consolidated Subsidiary's failure to comply with
         ERISA.

SECTION 4.6. ENVIRONMENTAL MATTERS. To the best of the Company's knowledge, the
         Company and each Subsidiary is in substantial compliance with all
         applicable existing laws and regulations (other than laws and
         regulations the validity or applicability of which are being contested
         by the Company or a Subsidiary, as the case may be, in good faith by
         appropriate proceedings diligently prosecuted) relating to
         environmental control in all jurisdictions where the Company or any
         Subsidiary is presently doing business and the Company and each
         Subsidiary (to the extent applicable to its operations) is in
         substantial compliance with the Occupational Safety and Health Act of
         1970 and all rules, regulations and applicable orders thereunder (other
         than rules, regulations and orders the validity or applicability of
         which are being contested by the Company or a Subsidiary, as the case
         may be, in good faith by appropriate proceedings diligently
         prosecuted).

SECTION 4.7. FINANCIAL REPORTS. The Financial Reports of the Company and the
         Consolidated Subsidiaries, furnished to each Lender prior to the date
         of this Agreement or from time to time pursuant to this Agreement shall
         be true and complete, prepared in accordance with generally accepted
         accounting principles, except as stated therein, and fairly present the
         Company's and its Consolidated Subsidiaries' financial condition and
         the results of their operations, as of the date, and for the period
         encompassed by such Financial Reports. Since the dates of the Company's
         most recent Financial Reports until the date of this Agreement there
         has been no material adverse change in the consolidated financial
         condition of the Company and the Consolidated Subsidiaries taken as a
         whole.

SECTION 4.8. REGULATION U. Neither the Company nor any of its Consolidated
         Subsidiaries is generally engaged in the business of purchasing or
         selling margin stock or extending credit for the purpose of purchasing
         or carrying margin stock (within the meaning of Regulation U issued by
         the Board of Governors of the Federal Reserve System). Each of the
         Lenders represents and warrants to the Company that it is not relying
         on and will not rely on any margin stock (as described above) in
         determining whether to extend or maintain credit under this Agreement.

SECTION 4.9. GOVERNMENT REGULATION. Neither the Company nor any of its
         Consolidated Subsidiaries is registered or is required to be registered
         as a public utility under the Public Utility Holding Company Act of
         1935 or as an investment company under the Investment Company Act of
         1940.


                                       20
<PAGE>   21

SECTION 4.10. TAXES. The Company and its Consolidated Subsidiaries have filed
         all United States federal income tax returns and all other material tax
         returns which are required to have been filed by them (subject to any
         available extensions) and have paid all taxes indicated as due on such
         returns except for any such taxes being contested by the Company or a
         Subsidiary, as the case may be, in good faith by appropriate
         proceedings diligently prosecuted (the Company having made adequate and
         reasonable provision for all material taxes not yet due and payable),
         if any, and all material assessments, if any.

SECTION 4.11. DEFAULTS. No Possible Default or Event of Default exists which
         would have or reasonably could have a Material adverse impact on the
         financial condition of the Company and the Consolidated Subsidiaries,
         taken as a whole.

                          ARTICLE V. OPENING COVENANTS

                Prior to or concurrently with the execution and delivery of this
         Agreement, the Company shall furnish to each Lender, and with regard to
         Section 5.6, the Administrative Agent, copies of the following:

SECTION 5.1. RESOLUTIONS. Certified copies of the resolutions of the Board of
         Directors of the Company evidencing approval of the execution of this
         Agreement.

SECTION 5.2. LEGAL OPINION. A favorable opinion of counsel for the Company as to
         the matters referred to in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.8 and
         4.9 of this Agreement and such other matters as the Lenders may
         reasonably request.

SECTION 5.3. CERTIFICATE OF INCUMBENCY. A certificate of the secretary or
         assistant secretary of the Company certifying the names of the officers
         of the Company authorized to sign this Agreement, and the Notes,
         together with the true signatures of such officers.

SECTION 5.4. FINANCIAL REPORTS. The Financial Reports of the Company and the
         Consolidated Subsidiaries, dated December 31, 1995, previously
         furnished to each Lender, are true and complete, have been prepared in
         accordance with generally accepted accounting principles applied on a
         basis consistent with those used by the Company and the Consolidated
         Subsidiaries during the Company's 1995 fiscal year, except as stated
         therein, and fairly present the Company's and the Consolidated
         Subsidiaries' financial condition as of that date and the results of
         their operations for the period then ended. Since that date there has
         been no material adverse change in the Company's and the Consolidated
         Subsidiaries' financial condition, properties or business taken as a
         whole.

SECTION 5.5. GOOD STANDING. Such documents and certificates as the
         Administrative Agent or its counsel may reasonably request relating to
         the organization, existence and good standing of the Company and any
         other legal matters relating to the Company and this Agreement, all in
         form and substance satisfactory to the Administrative Agent and its
         counsel.

                              ARTICLE VI. COVENANTS

                Until the later of (i) the expiration of the Commitments or
         (ii) all obligations of the Company hereunder and under the Notes are
         satisfied and paid in full, the Company agrees that, unless at any
         time the Majority Lenders shall otherwise expressly agree in writing:

SECTION 6.1. INSURANCE. The Company will (a) maintain insurance to such extent
         and against such hazards and liabilities as is commonly maintained by
         companies similarly situated, and (b) upon


                                       21
<PAGE>   22

         any Lender's written request, furnish to such Lender such information
         about the Company's and its Consolidated Subsidiaries' insurance as
         such Lender may from time to time reasonably request, which information
         shall be prepared in form and detail reasonably satisfactory to such
         Lender.

SECTION 6.2. FINANCIAL REPORTS. The Company will furnish to the Administrative
         Agent and each Lender:

         (i)      within sixty (60) days after the end of each of the first
                  three quarter-annual periods of each of its fiscal years (and,
                  in any event, in each case as soon as available), the
                  quarterly Financial Report of the Company and the Consolidated
                  Subsidiaries as at the end of that period, prepared on a
                  consolidated basis;

         (ii)     within ninety (90) days after the end of each of its fiscal
                  years (and, in any event, in each case as soon as available),
                  the annual Financial Report of the Company and the
                  Consolidated Subsidiaries for that year prepared on a
                  consolidated basis;

         (iii)    within sixty (60) days after the end of each of its quarterly
                  accounting periods and within ninety (90) days after the end
                  of its annual accounting period, a statement signed by a
                  financial officer of the Company reflecting compliance with
                  Section 6.3 hereof and to the effect that no Event of Default
                  has occurred and is continuing or, if there is any such event,
                  describing it and the steps being taken, if any, to cure such
                  event;

         (iv)     promptly after filing with the Securities and Exchange
                  Commission, any Form 8-K or Schedule 13D filings applicable to
                  the Company (or any successor forms or schedules promulgated
                  by the Securities and Exchange Commission from time to time
                  which encompass the matters currently addressed in Form 8-K
                  and Schedule 13D);

         (v)      written notice of any change in the rating assigned to the
                  Company's senior unsecured long-term debt by Moodys or S&P
                  within thirty (30) days of such change; and

         (vi)     such other financial information regarding the Company as any
                  Lender may reasonably request.

SECTION 6.3. NET WORTH. The Company will not permit Consolidated Net Worth at
         any time to fall below Eight Hundred Million Dollars ($800,000,000).

SECTION 6.4. REGULATIONS U AND X. The Company will not nor will it permit any
         Subsidiary to take any action that would result in any non-compliance
         of the Loans with Regulations U and X of the Board of Governors of the
         Federal Reserve System. The Company's use of proceeds of any borrowings
         under this Agreement will not cause a violation of Regulations U or X.


                                       22
<PAGE>   23

SECTION 6.5. MERGER AND SALE OF ASSETS. The Company will not merge or
         consolidate with nor permit any Consolidated Subsidiary to merge or
         consolidate with any other corporation or sell, lease or transfer or
         otherwise dispose of all or, during any twelve (12) month period, a
         substantial part of its assets to any person or entity (except as
         otherwise provided herein); provided, however, if no Possible Default,
         Event of Default or Change of Control (as such term is defined in
         Section 6.6) shall then exist or immediately thereafter will begin to
         exist:

         (i)      Any Consolidated Subsidiary may merge with (a) the Company
                  (provided that the Company shall be the continuing or
                  surviving corporation) or (b) any one or more other
                  Consolidated Subsidiaries provided that either the continuing
                  or surviving corporation shall be a Wholly-Owned Consolidated
                  Subsidiary, or after giving effect to any merger pursuant to
                  this sub-clause (b), the Company and/or one or more
                  Wholly-Owned Consolidated Subsidiaries shall own not less than
                  the same percentage of the outstanding Voting Stock of the
                  continuing or surviving corporation as the Company and/or one
                  or more Wholly-Owned Consolidated Subsidiaries owned of the
                  merged Consolidated Subsidiary immediately prior to such
                  merger,

         (ii)     Any Consolidated Subsidiary may sell, lease, transfer or
                  otherwise dispose of any of its assets to (a) the Company, (b)
                  any Wholly-Owned Consolidated Subsidiary or (c) any
                  Consolidated Subsidiary of which the Company and/or one or
                  more Wholly-Owned Consolidated Subsidiaries shall own not less
                  than the same percentage of Voting Stock as the Company and/or
                  one or more Wholly-Owned Consolidated Subsidiaries then own of
                  the Consolidated Subsidiary making such sale, lease, transfer
                  or other disposition,

         (iii)    The Company may sell the stock or assets of any Consolidated
                  Subsidiary if such sale or other disposition is determined by
                  the board of directors of the Company to be in the best
                  interests of the Company and such sale is for a consideration
                  which represents the fair value (as determined in good faith
                  by the board of directors of the Company) thereof at the time
                  of such sale of such stock or assets,

         (iv)     The Company may merge with any other corporation, provided
                  that the Company shall be the surviving corporation,

         (v)      The Company or any Consolidated Subsidiary may sell all or any
                  part of the assets of any of its divisions or operations if
                  such sale or other disposition is determined by the board of
                  directors of the Company and/or such Consolidated Subsidiary,
                  as the case may be, to be in the best interests of the Company
                  and/or such Consolidated Subsidiary, as the case may be, and
                  such sale is for a consideration which represents the fair
                  value (as determined in good faith by the board of directors
                  of the Company) thereof at the time of such sale or other
                  disposition of such assets, and

         (vi)     The Company or any Subsidiary may sell or transfer all or any
                  part of the assets of any of its divisions or operations to
                  any Subsidiary.

SECTION 6.6. CHANGE OF CONTROL. In the event there occurs a Change of Control of
         the Company, the Commitments of the Lenders will immediately terminate
         and the outstanding Loans will become due and payable.

         A. For purposes of this Section 6.6, a "Change of Control" shall be
            deemed to have occurred if:


                                       23
<PAGE>   24


         (i)      Any Person (as such term is used in Sections 13(d) and
                  14(d)(2) of the Securities Exchange Act of 1934, as amended)
                  who or that, together with all Affiliates and Associates (as
                  such terms are defined in Rule 12b-2, as in effect on April
                  23, 1997, of the General Rules and Regulations under the
                  Securities Exchange Act of 1934, as amended) of such Person,
                  is the Beneficial Owner (as defined below) of ten percent
                  (10%) or more of the shares of Common Stock (as defined below)
                  of the Company then outstanding, except:

                  (a)      the Company;

                  (b)      any Subsidiary of the Company;

                  (c)      any employee benefit or stock ownership plan of the
                           Company or any trustee or fiduciary with respect to
                           such a plan acting in such capacity; or

                  (d)      any such Person who has reported or may, pursuant to
                           Rule 13d-1(b)(1) of the General Rules and Regulations
                           under the Securities Exchange Act of 1934, as
                           amended, report such ownership (but only as long as
                           such Person is the Beneficial Owner of less than
                           fifteen percent (15%) of the shares of Common Stock
                           then outstanding) on Schedule 13G (or any comparable
                           or successor report) under the Securities Exchange
                           Act of 1934, as amended.

                  Notwithstanding the foregoing, (1) no Person shall become the
                  Beneficial Owner of ten percent (10%) or more (fifteen percent
                  (15%) or more in the case of any Person identified in clause
                  (d) above) solely as the result of an acquisition of Common
                  Stock by the Company that, by reducing the number of shares
                  outstanding, increases the proportionate number of shares
                  beneficially owned by such Person to ten percent (10%) or more
                  (fifteen percent (15%) or more in the case of any Person
                  identified in clause (d) above) of the shares of Common Stock
                  then outstanding; provided, however, that if a Person becomes
                  the Beneficial Owner of ten percent (10%) or more (fifteen
                  percent (15%) or more in the case of any Person identified in
                  clause (d) above) of the shares of Common Stock solely by
                  reason of purchases of Common Stock by the Company and shall,
                  after such purchases by the Company, become the Beneficial
                  Owner of any additional shares of Common Stock which has the
                  effect of increasing such Person's percentage ownership of the
                  then-outstanding shares of Common Stock by any means
                  whatsoever, then such Person shall be deemed to have triggered
                  a Change of Control, and (2) if the Board of Directors
                  determines that a Person who would otherwise be the Beneficial
                  Owner of ten percent (10%) or more (fifteen percent (15%) or
                  more in the case of any Person identified in clause (d) above)
                  of the shares of Common Stock has become such inadvertently
                  (including, without limitation, because (A) such Person was
                  unaware that it beneficially owned ten percent (10%) or more
                  (fifteen percent (15%) or more in the case of any Person
                  identified in clause (d) above) of the shares of Common Stock
                  or (B) such Person was aware of the extent of such beneficial
                  ownership but such person acquired beneficial ownership of
                  such shares of Common Stock without the intention to change or
                  influence the control of the Company) and such Person divests
                  itself as promptly as practicable of a sufficient number of
                  shares of Common Stock so that such Person would no longer be
                  the Beneficial Owner of ten percent (10%) or more (fifteen
                  percent (15%) or more in the case of any Person identified in
                  clause (d) above), then such Person shall not be deemed to be,
                  or have been, the Beneficial Owner of ten percent (10%) or
                  more (fifteen percent (15%) or more in the case of any Person

                                       24
<PAGE>   25

                  identified clause (d) above) of the shares of Common Stock,
                  and no Change of Control shall be deemed to have occurred.

         (ii)     During any period of two consecutive years, individuals who at
                  the beginning of such period constituted the Board of
                  Directors of the Company and any new director (other than a
                  director initially elected or nominated as a director as a
                  result of an actual or threatened election contest with
                  respect to directors or any other actual or threatened
                  solicitation of proxies by or on behalf of such director)
                  whose election by the Board of Directors or nomination for
                  election by the Company's shareholders was approved by a vote
                  of at least two-thirds (2/3) of the directors then still in
                  office who either were directors at the beginning of the
                  period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute a
                  majority thereof.

         (iii)    There shall be consummated any consolidation, merger or other
                  combination of the Company with any other Person or entity
                  other than:

                  (a)      a consolidation, merger or other combination which
                           would result in the voting securities of the Company
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting securities of the
                           surviving entity) more than fifty-one percent (51%)
                           of the combined voting power of the voting securities
                           of the Company or such surviving entity outstanding
                           immediately after such consolidation, merger or other
                           combination; or

                  (b)      a consolidation, merger or other combination effected
                           to implement a recapitalization and/or reorganization
                           of the Company (or similar transaction), or any other
                           consolidation, merger or other combination of the
                           Company, which results in no Person, together with
                           all Affiliates and Associates of such Person,
                           becoming the Beneficial Owner of ten percent (10%) or
                           more (fifteen percent (15%) or more in the case of
                           any Person identified in clause A(i)(d)) of the
                           combined voting power of the Company's then
                           outstanding securities.

         (iv)     There shall be consummated any sale, lease, assignment,
                  exchange, transfer or other disposition (in one transaction or
                  a series of related transactions) of fifty percent (50%) or
                  more of the assets or earning power of the Company (including,
                  without limitation, any such sale, lease, assignment,
                  exchange, transfer or other disposition effected to implement
                  a recapitalization and/or reorganization of the Company (or
                  similar transaction)) which results in any Person, together
                  with all Affiliates and Associates of such Person, owning a
                  proportionate share of such assets or earning power greater
                  than the proportionate share of the voting power of the
                  Company that such Person, together with all Affiliates and
                  Associates of such Person, owned immediately prior to any such
                  sale, lease, assignment, exchange, transfer or other
                  disposition.

         (v)      The shareholders of the Company approve a plan of complete
                  liquidation of the Company.

         Notwithstanding any subparagraphs of this Section 6.6A above, with
         respect to any of the events described in subparagraphs (i), (iii),
         (iv) and (v), a Change of Control shall not be


                                       25
<PAGE>   26

         deemed to have occurred if any such event is approved by a vote of at
         least two-thirds of the directors.

B.       A Person shall be deemed the "Beneficial Owner" of and shall be deemed
         to "beneficially own" any securities:

         (i)      which such Person or any of such Person's Affiliates or
                  Associates is considered to be a "beneficial owner" under Rule
                  13d-3 of the General Rules and Regulations under the
                  Securities Exchange Act of 1934, as amended, as in effect on
                  April 23, 1997;

         (ii)     which such Person or any of such Person's Affiliates or
                  Associates, directly or indirectly, has or shares the right to
                  acquire, hold, vote (except pursuant to a revocable proxy as
                  described in the proviso to this Section 6.6B) or dispose of
                  such securities (whether any such right is exercisable
                  immediately or only after the passage of time) pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing), or upon the exercise of conversion rights, exchange
                  rights, rights, warrants or options, or otherwise; provided,
                  however, that a Person shall not be deemed to be the
                  Beneficial Owner of, or to beneficially own, securities
                  tendered pursuant to a tender or exchange offer made by or on
                  behalf of such Person or any of such Person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase or exchange; or

         (iii)    which are beneficially owned, directly or indirectly, by any
                  other Person (or any Affiliate or Associate of such other
                  Person) with which such Person (or any of such Person's
                  Affiliates or Associates) has any agreement, arrangement or
                  understanding (whether or not in writing), with respect to
                  acquiring, holding, voting (except as described in the proviso
                  to this Section 6.6B) or disposing of any securities of the
                  Company;

         provided; however, that a Person shall not be deemed the Beneficial
         Owner of, nor to beneficially own, any security if such Person has the
         right to vote such security pursuant to an agreement, arrangement or
         understanding which (a) arises solely from a revocable proxy given to
         such Person in response to a public proxy or consent solicitation made
         pursuant to, and in accordance with, the applicable rules and
         regulations under the Securities Exchange Act of 1934, as amended, and
         (b) is not also then reportable on Schedule 13D (or any comparable or
         successor report) under the Securities Exchange Act of 1934, as
         amended; and provided, further, that nothing in this Section 6.6B shall
         cause a Person engaged in business as an underwriter of securities to
         be the Beneficial Owner of, or to beneficially own, any securities
         acquired through such Person's participation in good faith in a firm
         commitment underwriting until the expiration of forty (40) days after
         the date of such acquisition or such later date as the Board of
         Directors may determine in any specific case.

C.       "Common Stock" shall mean, unless specifically referenced otherwise,
         the shares of common stock $1.00 par value, of the Company; provided,
         however, that, if the Company is the continuing or surviving
         corporation in a transaction described in subsections A (iii) or A(iv)
         of this Section 6.6, "Common Stock" shall mean the capital stock with
         the greatest aggregate voting power of the Company, or, if the Company
         is a subsidiary of another corporation or business trust, the
         corporation or business trust which ultimately controls the Company.
         "Common Stock" when used with reference to any corporation or business
         trust, other than the Company, shall mean the capital stock with the
         greatest aggregate voting power of such corporation or business trust,
         or, if such corporation or business trust is a subsidiary of


                                       26
<PAGE>   27

         another corporation or business trust, the corporation or business
         trust which ultimately controls such first-mentioned corporation or
         business trust.

SECTION 6.7. NOTICE. Until the Termination Date, the Company will cause its
         treasurer, or in his absence another representative of the Company
         designated by the treasurer, to promptly notify the Lenders and the
         Administrative Agent whenever any Material Possible Default may occur
         or any warranty made in Article IV hereof or elsewhere in this
         Agreement or in any Related Writing may for any reason cease in any
         Material respect to be true and complete.

SECTION 6.8. LIENS. The Company will not and will not permit any Consolidated
         Subsidiary to create, assume or suffer to exist any lien upon any of
         its property or assets (hereinafter "Properties") whether now owned or
         hereafter acquired without effectively providing that any borrowings
         under this Agreement shall be secured equally and ratably with all
         other indebtedness thereby secured; provided that this Section shall
         not apply to the following:

         (i)      liens for taxes not yet due or which are being actively
                  contested in good faith by appropriate proceedings diligently
                  prosecuted,

         (ii)     other liens incidental to the conduct of its business or the
                  ownership of its Properties which were not incurred in
                  connection with the borrowing of money or the obtaining of
                  advances or credit, and which do not in the aggregate
                  materially detract from the value of its Properties or
                  materially impair the use thereof in the operation of its
                  business,

         (iii)    liens on Properties of a Consolidated Subsidiary to secure
                  obligations of such Consolidated Subsidiary to the Company or
                  another Consolidated Subsidiary,

         (iv)     liens on Properties of the Company and/or its Consolidated
                  Subsidiaries existing on the date hereof,

         (v)      any lien existing on any Properties of any corporation at the
                  time it becomes a Consolidated Subsidiary, existing prior to
                  the time of acquisition upon any Properties acquired by the
                  Company or any Consolidated Subsidiary through purchase,
                  merger, consolidation or otherwise, whether or not assumed by
                  the Company or such Consolidated Subsidiary,

         (vi)     any lien placed upon any asset other than real property
                  (hereinafter in this subparagraph (vi) "Asset") at the time of
                  acquisition by the Company or any Consolidated Subsidiary to
                  secure all or a portion of or to secure indebtedness incurred
                  prior to, at the time of, or (in the case of any Asset
                  acquired with the intent to obtain subsequent financing
                  thereof secured by a lien) within one (1) year after the
                  acquisition of such Asset for the purpose of financing all or
                  a portion of the purchase price thereof, provided that any
                  such lien shall not encumber any other Properties of the
                  Company or such Consolidated Subsidiary,

         (vii)    any lien placed upon any real property now owned or hereafter
                  acquired by the Company or any of its Subsidiaries securing
                  indebtedness in an amount up to eighty percent (80%) of the
                  fair market value of such real property,

         (viii)   liens in favor of the United States of America or any
                  department or agency thereof, or in favor of any state
                  government or political subdivision thereof, or in favor of a
                  prime contractor under a government contract of the United
                  States, or of any state


                                       27
<PAGE>   28

                  government or any political subdivision thereof, and, in each
                  case, resulting from acceptance of partial, progress, advance
                  or other payments in the ordinary course of business under
                  government contracts of the United States, or of any state
                  government or any political subdivision thereof, or
                  subcontracts thereunder,

         (ix)     liens created, assumed or existing in connection with a
                  tax-free financing,

         (x)      any lien renewing, extending or refunding any lien permitted
                  by clauses (iv), (v), (vi), (vii), (viii) and (ix) above,
                  provided that the principal amount secured is not materially
                  increased, and such lien is not extended to other Properties,
                  and

         (xi)     liens other than those permitted by clauses (i) through (x)
                  above, provided that the aggregate amount of all indebtedness
                  secured by liens permitted by this clause (xi) shall not at
                  any time exceed fifteen percent (15%) of Consolidated Net
                  Worth.

SECTION 6.9. ERISA COMPLIANCE. Neither the Company nor any Consolidated
         Subsidiary will incur any Material accumulated funding deficiency
         within the meaning of ERISA and the regulations thereunder, or any
         Material liability to the Pension Benefit Guaranty Corporation or any
         successor thereto in connection with any Plan. The Company will furnish
         to the Lenders as soon as possible and in any event within thirty (30)
         days after the Company or such Consolidated Subsidiary knows or has
         reason to know that any Material Reportable Event with respect to any
         Plan has occurred a statement of the chief financial officer of the
         Company or such Consolidated Subsidiary setting forth details as to
         such Reportable Event and the action which the Company or such
         Consolidated Subsidiary proposes to take with respect thereto, together
         with a copy of the notice of such Reportable Event given to the Pension
         Benefit Guaranty Corporation (or any successor thereto) if a copy of
         such notice is available to the Company or such Consolidated
         Subsidiary.

SECTION 6.10. NOTICE OF DEFAULT. The Company will, and will cause each
         Consolidated Subsidiary to, give prompt notice in writing to each
         Lender, the Administrative Agent and the Competitive Advance Facility
         Agent of the occurrence of any Possible Default, Event of Default or
         Change of Control and of any other development, financial or otherwise,
         with respect to which there is a significant probability of a Material
         adverse impact on Consolidated Net Worth or on the Company's ability to
         repay the Notes.

SECTION 6.11. CONDUCT OF BUSINESS. The Company will, and will cause each
         Consolidated Subsidiary to, carry on and conduct its business in
         substantially the same manner as it is presently conducted and to do
         all things necessary to remain duly incorporated, validly existing and
         in good standing as a corporation in its jurisdiction of incorporation
         and maintain all requisite authority to conduct its business in each
         jurisdiction in which its business is conducted.

SECTION 6.12. TAXES. The Company will, and will cause each Consolidated
         Subsidiary to, pay when due all taxes, assessments and governmental
         charges and levies upon it or its income, profits or property, except
         those which are being contested in good faith by appropriate
         proceedings.

SECTION 6.13. COMPLIANCE WITH LAWS. The Company will use its best good faith
         efforts to comply and to cause each Subsidiary to comply with all such
         laws and regulations (other than laws and regulations the validity or
         applicability of which are being contested by the Company or a
         Subsidiary, as the case may be, in good faith by appropriate
         proceedings diligently prosecuted) which may be legally imposed in the
         future in jurisdictions in which the Company or any Subsidiary may then
         be doing business.


                                       28
<PAGE>   29


                         ARTICLE VII. EVENTS OF DEFAULT

         Each of the following shall constitute an "Event of Default":

SECTION 7.1. NON-PAYMENT OF NOTES, INTEREST, FACILITY FEE OR OTHER FEES. If the
         principal on any Note shall not be paid in full when due and payable
         and shall remain unpaid for a period of three (3) consecutive Banking
         Days, or London Banking Days, as the case may be and/or any interest
         due on any Note or any Facility Fee or Other Fee shall not be paid
         within five (5) Banking Days after written notice thereof to the
         Company from the Lender (or the Administrative Agent or Competitive
         Advance Facility Agent, as the case may be) to whom such amount(s) are
         owed.

SECTION 7.2. COVENANTS. If the Company shall fail or omit to perform and observe
         any agreement or other provision (other than those referenced in
         Section 7.1 hereof) contained or referred to in this Agreement or in
         any Related Writing that is on the Company's part to be complied with,
         and such failure or omission, is not fully corrected within thirty (30)
         days after the giving of written notice thereof to the Company by no
         less than fifty-one percent (51%) of the Lenders acting as a whole.

SECTION 7.3. WARRANTIES. If any representation, warranty or statement made in or
         pursuant to this Agreement or any Related Writing or any other
         information furnished by the Company to the Lenders or any other holder
         of any Note, shall be false or erroneous in any respect which would
         have or reasonably could have a Material adverse impact on the
         financial condition of the Company and the Consolidated Subsidiaries,
         taken as a whole.

SECTION 7.4. CROSS DEFAULT. If the Company or any of its Consolidated
         Subsidiaries (i) defaults in the payment of principal or interest due
         and owing upon any other Material obligation for borrowed money beyond
         any period of grace provided with respect thereto or (ii) defaults in
         the performance of any other agreement, term or condition contained in
         any agreement under which such obligation is created, and any such
         default is not waived by the holders of such agreement or instrument,
         and if the effect of such unwaived default would (a) accelerate the
         maturity of such indebtedness or permit the holder thereof to cause
         such indebtedness to become due prior to its stated maturity and (b)
         have or reasonably could have a Material adverse impact on the Company
         and the Consolidated Subsidiaries, taken as a whole.

SECTION 7.5. TERMINATION OF OPERATIONS, BANKRUPTCY OR INSOLVENCY. If the Company
         or a Consolidated Subsidiary representing in excess of ten percent
         (10%) of total consolidated assets of the Company and the Consolidated
         Subsidiaries shall (i) discontinue business (except as permitted under
         Section 6.5 hereof), or (ii) generally not pay (or admit in writing its
         inability to pay) its debts as such debts become due, or (iii) make a
         general assignment for the benefit of creditors, or (iv) apply for or
         consent to the appointment of a receiver, a custodian, a trustee, an
         interim trustee or a liquidator of all or a substantial part of its
         assets, or (v) be adjudicated an insolvent debtor or have entered
         against it an order for relief under Title 11 of the United States
         Code, as the same may be amended from to time to time, or (vi) file a
         voluntary petition in bankruptcy or file a petition or an answer
         seeking reorganization or an arrangement with creditors or seeking to
         take advantage of any other law (whether federal or state) relating to
         relief of debtors, or admit (by answer, by default or otherwise) the
         substantive allegations of a petition filed against it in any
         bankruptcy, reorganization, insolvency or other comparable proceeding
         (whether federal or state) relating to relief of debtors, or (vii)
         suffer or permit to continue unstayed and in effect for sixty (60)
         consecutive days any judgment, decree or order entered by a court of
         competent jurisdiction, which approves a petition seeking its
         reorganization or appoints a receiver, custodian, trustee, interim
         trustee or liquidator of all or a substantial part of its assets.


                                       29
<PAGE>   30

                         ARTICLE VIII. EFFECT OF DEFAULT

SECTION 8. EFFECT OF EVENT OF DEFAULT. If any Event of Default described in
         Section 7.5 hereof shall occur, the Commitments (if they have not
         already been terminated) shall immediately terminate and all Notes
         shall automatically become immediately due and payable, without notice.
         If any other Event of Default shall occur and shall not have been
         remedied within an allowable time period referred to in this Agreement,
         then the Majority Lenders may terminate the Commitments (if they have
         not already been terminated) and the Outstanding Majority Lenders may
         declare that all Notes shall become immediately due and payable. The
         Majority Lenders and the Outstanding Majority Lenders shall promptly
         notify the Company in writing of any such declaration. The effect as an
         Event of Default of any event described in Section 7.1 or 7.5 hereof
         may be waived only by the written concurrence of the holders of one
         hundred percent (100%) of the Commitments, or in the event there are no
         Commitments, by one hundred percent (100%) of the holders of
         outstanding Notes. The effect as an Event of Default of any other event
         described in Sections 7.2, 7.3 or 7.4 may be waived by the holders of
         fifty-one percent (51%) by amount of the Commitments.

          ARTICLE IX. THE ADMINISTRATIVE AGENT AND COMPETITIVE ADVANCE
                                 FACILITY AGENT

                The Lenders hereby authorize (a) CBT and CBT hereby agrees to
         act as Administrative Agent, and (b) The Chase Manhattan Bank and
         Chase hereby agrees to act as the Competitive Advance Facility Agent,
         for the Lenders in respect of this Agreement upon the terms and
         conditions set forth elsewhere in this Agreement, and upon the
         following terms and conditions:

SECTION 9.1. APPOINTMENT AND AUTHORIZATION. Each Lender hereby irrevocably
         appoints and authorizes the Administrative Agent and the Competitive
         Advance Facility Agent to exercise such powers hereunder as are
         delegated to the Administrative Agent and the Competitive Advance
         Facility Agent by the terms hereof, together with such powers as are
         reasonably incidental thereto. Notwithstanding anything in this
         Agreement to the contrary, or in a Related Writing, neither the
         Administrative Agent nor the Competitive Advance Facility Agent shall
         have any duties or responsibilities, except those expressly set forth
         herein, nor shall the Administrative Agent or the Competitive Advance
         Facility Agent have or be deemed to have any fiduciary relationship
         with any Lender. Neither the Administrative Agent, the Competitive
         Advance Facility Agent nor any of its or their directors, officers,
         attorneys or employees shall be liable for any action taken or omitted
         to be taken by it or them hereunder or in connection herewith, except
         for its or their own gross negligence or willful misconduct.

SECTION 9.2. NOTE HOLDERS. The Administrative Agent and the Competitive Advance
         Facility Agent, as the case may be, may treat the payee of any Note as
         the holder thereof until written notice of transfer shall have been
         filed with it signed by such payee and in form satisfactory to the
         Administrative Agent or the Competitive Advance Facility Agent, as the
         case may be.

SECTION 9.3. CONSULTATION WITH COUNSEL. Each of the Competitive Advance Facility
         Agent and the Administrative Agent may consult with legal counsel
         selected by it (including in-house counsel) and shall not be liable for
         any reasonable action taken or suffered in good faith by it in
         accordance with the written opinion of external counsel, issued before
         such action is taken or suffered.

SECTION 9.4. DOCUMENTS. Neither the Competitive Advance Facility Agent nor the
         Administrative Agent shall be under a duty to examine into or pass upon
         the validity, effectiveness, genuineness or value of this Agreement,
         the Notes, any Related Writing furnished pursuant hereto or in
         connection herewith or the value of any collateral obtained hereunder,
         and each of the


                                       30
<PAGE>   31

         Competitive Advance Facility Agent and the Administrative Agent shall
         be entitled to assume that the same are valid, effective and genuine
         and what they purport to be.

SECTION 9.5. ADMINISTRATIVE AGENT, COMPETITIVE ADVANCE FACILITY AGENT AND THEIR
         AFFILIATES. With respect to the Loans made hereunder, each of the
         Competitive Advance Facility Agent and the Administrative Agent shall
         have the same rights and powers hereunder as any other Lender and may
         exercise the same as though it were not the Administrative Agent or the
         Competitive Advance Facility Agent, and the Administrative Agent and
         the Competitive Advance Facility Agent and their affiliates may accept
         deposits from, lend money to and generally engage in any kind of
         business with the Company or any Subsidiary or affiliate of the
         Company.

SECTION 9.6. KNOWLEDGE OF DEFAULT. It is expressly understood and agreed that
         each of the Administrative Agent and the Competitive Advance Facility
         Agent shall be entitled to assume that no Possible Default or Event of
         Default has occurred and is continuing, unless the Administrative Agent
         or the Competitive Advance Facility Agent, as the case may be, has
         actual knowledge of such fact or has been notified by a Lender that
         such Lender considers that a Possible Default or Event of Default has
         occurred and is continuing and specifying the nature thereof.

SECTION 9.7. ACTION BY ADMINISTRATIVE AGENT, COMPETITIVE ADVANCE FACILITY AGENT.
         So long as the Administrative Agent or the Competitive Advance Facility
         Agent, as the case may be, shall be entitled, pursuant to Section 9.6
         hereof, to assume that no Possible Default or Event of Default shall
         have occurred and be continuing, each of the Competitive Advance
         Facility Agent and the Administrative Agent shall be entitled to use
         its discretion with respect to exercising or refraining from exercising
         any rights which may be vested in it by, or with respect to taking or
         refraining from taking any action or actions which it may be able to
         take under or in respect of, this Agreement. Neither the Competitive
         Advance Facility Agent nor the Administrative Agent shall incur any
         liability under or in respect of this Agreement by action upon any
         notice, certificate, warranty or other paper or instrument reasonably
         believed by it to be genuine or authentic or to be signed by the proper
         party or parties, or with respect to anything which it may do or
         refrain from doing in the reasonable exercise of its judgment, or which
         the Administrative Agent or the Competitive Advance Facility Agent
         reasonably believes to be necessary or desirable in the premises.

SECTION 9.8. INDEMNIFICATION. The Lenders agree to indemnify each of the
         Competitive Advance Facility Agent and the Administrative Agent (to the
         extent not reimbursed by the Company), ratably according to the
         respective principal amounts of their Commitments from and against any
         and all liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, reasonable out of pocket costs and expenses
         (including reasonable external counsel costs), expenses or
         disbursements of any kind or nature whatsoever which may be imposed on,
         incurred by or asserted against either the Competitive Advance Facility
         Agent or the Administrative Agent in any action taken or omitted by the
         Administrative Agent or the Competitive Advance Facility Agent with
         respect to this Agreement, provided that no Lender shall be liable for
         any portion of such liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, expenses or disbursements
         resulting from the Administrative Agent's or the Competitive Advance
         Facility Agent's gross negligence or willful misconduct or from any
         action taken or omitted by the Administrative Agent or the Competitive
         Advance Facility Agent in any capacity other than as agent under this
         Agreement.

SECTION 9.9. SUCCESSOR. The Company may select a successor or alternate
         Administrative Agent and/or Competitive Advance Facility Agent with the
         approval of the holders of fifty-one percent (51%) by amount of the
         Commitments or Loans, as the case may be.


                                       31
<PAGE>   32

                            ARTICLE X. MISCELLANEOUS

SECTION 10.1. LENDERS' INDEPENDENT INVESTIGATION. Each Lender, by its signature
         to this Agreement, acknowledges and agrees that it has made and shall
         continue to make its own independent investigation of the
         creditworthiness, financial condition and affairs of the Company and
         any Subsidiary in connection with the extension of credit hereunder,
         and agrees that no other Lender, the Administrative Agent or the
         Competitive Advance Facility Agent has any duty or responsibility,
         either initially or on a continuing basis, to provide any Lender with
         any credit or other information with respect thereto whether coming
         into its possession before the making of the first Loans or at any time
         or times thereafter.

SECTION 10.2. NO WAIVER; CUMULATIVE REMEDIES. No omission or course of dealing
         on the part of any Lender or the holder of any Note in exercising any
         right, power or remedy hereunder shall operate as a waiver thereof; nor
         shall any single or partial exercise of any such right, power or remedy
         preclude any other or further exercise thereof or the exercise of any
         other right, power or remedy hereunder. The remedies herein provided
         are cumulative and in addition to any other rights, powers or
         privileges held by operation of law, by contract or otherwise.

SECTION 10.3. AMENDMENTS. Except as otherwise specifically provided herein, no
         amendment, modification, termination, or waiver of any provision of
         this Agreement or of the Notes (except in the event of a Money Market
         Note and/or Competitive Note), nor consent to any variance therefrom,
         shall be effective unless the same shall be in writing and signed by
         the Company and the Majority Lenders and then such waiver or consent
         shall be effective only in the specific instance and for the specific
         purpose for which given.

                  The unanimous consent of the Lenders, shall be required with
         respect to (i) the change of maturity of the Notes under Section 2.1A
         hereto, or the payment date of interest on Notes pursuant to Section
         2.1A, (ii) any change in the rate of interest on such Notes, or in the
         rate at which the Facility Fee referred to in Section 2.3 hereof shall
         be calculated or in any amount of principal or interest due on any such
         Note, or in the manner of pro-rata application of any payments made by
         the Company to the Lenders hereunder, (iii) any change in any
         percentage voting requirement in this Agreement, (iv) any change in any
         date specified in this Agreement for the payment of principal or
         interest on any Note under Section 2.1A hereto or for the payment of
         any Facility Fee hereunder, (v) any increase in any Lender's Commitment
         or Percentage, except pursuant to Section 2.5(iii) hereof, or any
         increase in the aggregate of all of the Lenders' Commitments hereunder
         or (vi) any change to this Section 10.3. No amendments to the duties or
         responsibilities of the Administrative Agent or Competitive Advance
         Facility Agent may be made without the prior written consent of the
         Administrative Agent or the Competitive Advance Facility Agent, as the
         case may be, except as provided in Section 9.9 hereof.

                  Notice of amendments or consents ratified by the Lenders
         hereunder shall immediately be forwarded by the Company to all Lenders.
         Each Lender or other holder of a Note shall be bound by any amendment,
         waiver or consent obtained as authorized by this Section, regardless of
         its failure to agree thereto.

SECTION 10.4. CONFIDENTIALITY. Unless the Company otherwise agrees in writing,
         each Lender hereby agrees to keep all Proprietary Information (as
         defined below) confidential and not to disclose or reveal any
         Proprietary Information to any person or entity other than such
         Lender's directors, officers, employees, affiliates, and agents, and
         then only on a confidential need-to-know basis; provided, however that
         a Lender may disclose Proprietary Information (a) as required by law,
         rule, regulation, or judicial process, (b) to its attorneys and
         accountants, (c) as requested or required by a state, federal, or
         foreign authority or examiner regulating banks or banking, or (d) to
         actual or


                                       32
<PAGE>   33

         potential assignees or participants as permitted by Section 10.9 hereof
         who agree to be bound by the provisions of this Section. For purposes
         of this Agreement, the term "Proprietary Information" shall include all
         information about the Company, any Subsidiary, or any of their
         respective affiliates which has been furnished by the Company, any
         Subsidiary, or any of their respective affiliates, whether furnished
         before or after the date hereof, and regardless of the manner
         furnished; provided, however, that Proprietary Information shall not
         include information which (x) is or becomes generally available to the
         public other than as a result of a disclosure by a Lender not permitted
         by this Agreement, (y) was available to a Lender on a nonconfidential
         basis prior to its disclosure to such Lender by the Company, any
         Subsidiary, or any of their respective affiliates, or (z) becomes
         available to a Lender on a nonconfidential basis from a person and/or
         entity other than the Company, any Subsidiary, or any of their
         respective affiliates who, to the best knowledge of such Lender, is not
         otherwise bound by a confidentiality agreement with the Company, any
         Subsidiary, or any of their respective affiliates, or, to the best
         knowledge of such Lender, is not otherwise prohibited from transmitting
         the information to such Lender.

SECTION 10.5. NOTICES. All notices, requests, demands and other communications
         provided for hereunder shall be in writing and, if to the Company or a
         Subsidiary, mailed or delivered to it, addressed to it at the address
         of the Company herein or hereinafter specified, and if to a Lender,
         mailed or delivered to it, addressed to the address (as may be amended
         from time to time) of such Lender specified on its signature page to
         this Agreement. All notices, statements, requests, demands and other
         communications provided for hereunder shall be deemed to be given or
         made when received.

SECTION 10.6. COSTS AND EXPENSES. The Company agrees to pay on demand all
         reasonable out-of-pocket costs and expenses (including reasonable legal
         fees for outside counsel) of the Lenders incurred directly as a result
         of the enforcement of this Agreement, the Notes and the other
         instruments and documents in connection herewith.

SECTION 10.7. OBLIGATIONS SEVERAL. The obligations of the Lenders hereunder are
         several and not joint. Nothing contained in this Agreement and no
         action taken by the Lenders pursuant hereto shall be deemed to
         constitute the Lenders as a partnership, association, joint venture or
         other entity. No default by any Lender hereunder shall excuse the other
         Lenders from any obligation under this Agreement; but no Lender shall
         have or acquire any additional obligation of any kind by reason of such
         default.

SECTION 10.8. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
         number of counterparts and by different parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed to be an original and when taken together shall constitute one
         and the same agreement.

SECTION 10.9. ASSIGNMENTS AND PARTICIPATIONS.

         A.       ASSIGNMENTS. Unless the Company otherwise consents in writing,
                  which consent shall not be unreasonably withheld, no payee or
                  other party in possession of any Note (including any Lender)
                  shall assign or transfer any Note or any interest therein to
                  any other person or entity, except as otherwise permitted
                  under this Section, or negotiate any Note, as such term is
                  defined in Ohio Revised Code Chapter 1303; provided, however,
                  no consent from the Company shall be required in the event a
                  Lender makes any such assignment to an affiliate of such
                  Lender or to another Lender. Except as otherwise expressly
                  agreed in writing by the Company, no Lender shall, by reason
                  of the assignment or transfer of any Note or otherwise, be
                  relieved of any of its obligations hereunder. Each transferee
                  of any Note shall take such Note subject to the provisions of
                  this Agreement and to any request made, waiver or consent


                                       33
<PAGE>   34

                  given, or other action taken hereunder, prior to such
                  transfer, by each previous holder of such Note; and the
                  Company shall be entitled to conclusively assume that the
                  transferee shall thereafter be vested with all rights and
                  powers under this Agreement of the Lender named as the payee
                  of the Note which is the subject of such transfer. Nothing
                  herein shall prohibit any Lender from pledging or assigning
                  any Note to any Federal Reserve Bank of the United States
                  pursuant to applicable law. No party in possession of a Note
                  shall be a "Holder" as such term is defined in Ohio Revised
                  Code Chapter 1303. Notwithstanding any provision of this
                  Section 10.9 to the contrary, the Company may not assign or
                  transfer any of its rights or obligations hereunder without
                  the consent of the holders of one hundred percent (100%) by
                  amount of the Commitments or Loans, as the case may be.

         B.       PARTICIPATIONS. Any Lender may grant participations in or to
                  all or any part of any Loan or Loans held by such Lender and
                  Commitment of such Lender and the Notes held by such Lender
                  without the consent of the Company. Except as otherwise
                  expressly agreed in writing by the Company, no grant of a
                  participation shall relieve any Lender of its obligations
                  hereunder. The Company shall be entitled to deal solely with
                  the Lenders (and their respective assignees) for all purposes
                  of this Agreement and the Notes, and no holder of a
                  participation in all or any part of the Loans, Notes or
                  Commitments shall have any rights under this Agreement and
                  shall not be a Holder of any Note, as such term is defined in
                  Ohio Revised Code Chapter 1303.

         C.       DISCLOSURE OF INFORMATION. The Company hereby consents to the
                  disclosure of any information obtained in connection herewith
                  by any Lender to any entity which is an assignee or potential
                  assignee or a participant or potential participant pursuant to
                  Section 10.9A or 10.9B hereof, it being understood that such
                  Lender shall advise any such actual or potential assignee or
                  participant of its obligation to keep confidential any
                  nonpublic information disclosed to it pursuant to this Section
                  10.9 and, prior to the disclosure of such information, shall
                  cause each such actual or potential assignee or participant to
                  execute a confidentiality agreement containing the
                  confidentiality provisions set forth in Section 10.4 hereof.

         D.       SECURITIES LAWS. Each Lender represents that it is the present
                  intention of such Lender to acquire each Note drawn to its
                  order for its own account and not with a view to the
                  distribution or sale thereof.

SECTION 10.10. TAX FORMS. With respect to each Lender which is organized under
         the laws of a jurisdiction outside the United States (which claims,
         exemption from, or reduction of, United States withholding tax under
         Sections 1441 or 1442 of the Internal Revenue Code of 1986, as
         amended), on the date of any borrowing, and from time to time
         thereafter if requested by the Company or the Administrative Agent,
         each such Lender shall provide the Administrative Agent and the Company
         with the forms prescribed by the Internal Revenue Service of the United
         States certifying as to such Lender's status for purposes of
         determining exemption from United States withholding taxes with respect
         to all payments to be made to such Lender hereunder or other documents
         satisfactory to the Company and the Administrative Agent indicating
         that all payments to be made to such Lender hereunder are subject to
         such tax at a rate reduced by an applicable tax treaty. Unless the
         Company and the Administrative Agent have received such forms and such
         other documents reasonably requested by the Administrative Agent or the
         Company indicating that payments hereunder are not subject to United
         States withholding tax or are subject to such tax at a rate reduced by
         an applicable tax treaty, the Company or the Administrative Agent shall
         withhold taxes from such payments at the applicable statutory rate in
         the case of payments to or for any Lender organized under the laws of a
         jurisdiction outside the United States.


                                       34
<PAGE>   35

SECTION 10.11. ENTIRE AGREEMENT. This Agreement supersedes any prior agreement
         or understanding of the parties hereto, and contains the entire
         agreement of the parties hereto, with respect to the matters covered
         hereby; provided that the indemnification and expense reimbursement
         provisions of the Commitment Letter dated November 12, 1996 by and
         among the Company, TCB, Chase and Chase Securities, Inc. and the
         provisions relating to the administration fees and the auction
         administration fees in the Fee Letter referred to therein shall
         continue in effect notwithstanding the execution and delivery of this
         Agreement.

SECTION 10.12. GOVERNING LAW. This Agreement, each of the Notes and any Related
         Writing shall be governed by and construed in accordance with the laws
         of the State of Ohio and the respective rights and obligations of the
         Company and the Lenders shall be governed by Ohio law.

SECTION 10.13. SEVERABILITY OF PROVISIONS; CAPTIONS. Any provision of this
         Agreement 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 or affecting the validity or enforceability of such
         provision in any other jurisdiction. The several captions to sections
         and subsections herein are inserted for convenience only and shall be
         ignored in interpreting the provisions of this Agreement.

SECTION 10.14. PRESS RELEASES. Neither the Administrative Agent nor the
         Competitive Advance Facility Agent or any Lender shall issue any press
         release regarding this Agreement without the prior written consent of
         the Company.

SECTION 10.15. CONSENT TO JURISDICTION. The Company hereby irrevocably and
         unconditionally submits, for itself and its property, to the
         nonexclusive jurisdiction of the Supreme Court of the State of New York
         sitting in New York County and of the United States District Court of
         the Southern District of New York, and any appellate court from any
         thereof, in any action or proceeding arising out of or relating to this
         Agreement, or for recognition or enforcement of any judgment, and each
         of the parties hereto hereby irrevocably and unconditionally agrees
         that all claims in respect of any such action or proceeding may be
         heard and determined in such New York State or, to the extent permitted
         by law, in such Federal court. Each of the parties hereto agrees that a
         final judgment in any such action or proceeding shall be conclusive and
         may be enforced in other jurisdictions by suit on the judgment or in
         any other manner provided by law. Nothing in this Agreement shall
         affect any right that the Administrative Agent, the Competitive Advance
         Facility Agent or any Lender may otherwise have to bring any action or
         proceeding relating to this Agreement against the Company or its
         properties in the courts of any jurisdiction.

                  The Company hereby irrevocably and unconditionally waives, to
         the fullest extent it may legally and effectively do so, any objection
         which it may now or hereafter have to the laying of venue of any suit,
         action or proceeding arising out of or relating to this Agreement in
         any court referred to in this Section. Each of the parties hereto
         hereby irrevocably waives, to the fullest extent permitted by law, the
         defense of an inconvenient forum to the maintenance of such action or
         proceeding in any such court.

                  Each party to this Agreement irrevocably consents to service
         of process in the manner provided for notices in Section 10.5. Nothing
         in this Agreement will affect the right of any party to this Agreement
         to serve process in any other manner permitted by law.

                  IN WITNESS WHEREOF, the parties hereto have executed this
         Agreement as of the date indicated above.

                                    THE SHERWIN-WILLIAMS COMPANY


                                       35
<PAGE>   36

                                     By:  /s/
                                          --------------------------------------
                                          LARRY J. PITORAK
                                          Title:   SENIOR VICE PRESIDENT-
                                                   FINANCE, TREASURER AND
                                                   CHIEF FINANCIAL OFFICER

                                     By:  /s/
                                          --------------------------------------
                                          CYNTHIA D. BROGAN
                                          Title:   VICE PRESIDENT AND ASSISTANT
                                                   TREASURER


                                       36
<PAGE>   37

Amount of                  Percentage of
Commitment                 Commitments         ABN AMRO Bank N.V.
----------                 -----------
$10,000,000                7.44%               by: ABN AMRO North America, Inc.
                                                   as agent


                                               By: /s/
                                                   -----------------------------

                                                      Name:
                                                      Title:



                                               ABN AMRO Bank N.V.
                                               by: ABN AMRO North America, Inc.
                                               as agent
                                               One PPG Place, Suite 2950
                                               Pittsburgh, PA l5222-5400


                                               Telephone:
                                                         -----------------------

                                               Facsimile:
                                                         -----------------------

<PAGE>   38

Amount of                  Percentage of
Commitment                 Commitments         BankBoston, N.A.
----------                 -----------
$4,800,000                 3.57%




                                               By:  /s/
                                                  ------------------------------

                                                     Name:
                                                     Title:



                                               BankBoston, N.A.
                                               100 Federal Street, 01-09-05
                                               Boston, MA 02110


                                               Telephone:
                                                         -----------------------

                                               Facsimile:
                                                         -----------------------

<PAGE>   39


Amount of                  Percentage of
Commitment                 Commitments         National City Bank
----------                 -----------
$10,000,000                7.44%




                                               By:  /s/
                                                  ------------------------------

                                                     Name:
                                                     Title:



                                               National City Bank
                                               1900 East Ninth Street (LOC 2077)
                                               Cleveland, Ohio 44114


                                               Telephone:
                                                         -----------------------
                                               Facsimile:
                                                         -----------------------

<PAGE>   40

Amount of                  Percentage of
Commitment                 Commitments         Wells Fargo Bank, N.A.
----------                 -----------
$10,000,000                7.44%

                                               By:  /s/
                                                  ------------------------------


                                                     Name:
                                                     Title:



                                                Wells Fargo Bank, N.A.
                                                707 Wilshire Boulevard - MAC
                                                2818-165
                                                Los Angeles, CA  90017


                                                Telephone:
                                                          ----------------------

                                                Facsimile:
                                                          ----------------------


<PAGE>   41

Amount of                  Percentage of
Commitment                 Commitments          Wachovia Bank of Georgia, N.A.
----------                 -----------
$7,600,000                 5.65%




                                                By:  /s/
                                                   -----------------------------


                                                      Name:
                                                      Title:



                                                Wachovia Bank of Georgia, N.A.
                                                191 Peachtree Street, N.E.
                                                Atlanta, GA 30303


                                                Telephone:
                                                          ----------------------

                                                Facsimile:
                                                          ----------------------

<PAGE>   42


Amount of                  Percentage of
Commitment                 Commitments          SunTrust Bank, Atlanta
----------                 -----------
$10,000,000                7.44%




                                                By:  /s/
                                                   -----------------------------


                                                      Name:
                                                      Title:



                                                SunTrust Bank, Atlanta
                                                25 Park Place, 26th Floor
                                                Atlanta, GA 30303


                                                Telephone:
                                                          ----------------------

                                                Facsimile:
                                                          ----------------------

<PAGE>   43


Amount of                  Percentage of
Commitment                 Commitments          Banca Commerciale Italiana
----------                 -----------          Chicago Branch
$4,800,000                 3.57%




                                                By:  /s/
                                                   -----------------------------

                                                      Name:
                                                      Title:



                                                Banca Commerciale Italiana
                                                Chicago Branch
                                                150 North Michigan Avenue,
                                                Suite 1500
                                                Chicago, Ill. 60601


                                                Telephone:
                                                          ----------------------

                                                Facsimile:
                                                          ----------------------

<PAGE>   44


Amount of                  Percentage of
Commitment                 Commitments          The Bank of New York
----------                 -----------
$10,000,000                7.44%




                                                 By:  /s/
                                                    ----------------------------

                                                      Name:
                                                      Title:



                                                 The Bank of New York
                                                 One Wall Street
                                                 New York, New York 10286


                                                 Telephone:
                                                           ---------------------

                                                 Facsimile:
                                                           ---------------------

<PAGE>   45

Amount of                  Percentage of
Commitment                 Commitments           Bank One, NA (Illinois)
----------                 -----------
$10,000,000                7.44%




                                                 By:  /s/
                                                    ----------------------------


                                                 Name:
                                                 Title:



                                                 Bank One, NA (Illinois)
                                                 611 Woodward Avenue, Mail Suite
                                                 8074
                                                 Detroit, MI 48226


                                                 Telephone:
                                                           ---------------------

                                                 Facsimile:
                                                           ---------------------

<PAGE>   46

Amount of                  Percentage of
Commitment                 Commitments          The Bank of Nova Scotia
----------                 -----------          Atlanta Agency
$4,800,000                 3.57%



                                                By:  /s/
                                                     --------------------------


                                                Name:
                                                Title:



                                                The Bank of Nova Scotia
                                                Atlanta Agency
                                                600 Peachtree Street, N.E.
                                                Suite 2700
                                                Atlanta, GA  30308


                                                Telephone:
                                                          ----------------------

                                                Facsimile:
                                                          ----------------------

<PAGE>   47

Amount of                  Percentage of
Commitment                 Commitments          Bank of America, N.A.
----------                 -----------
$10,000,000                7.44%



                                                By:  /s/
                                                   -----------------------------

                                                       Name:
                                                       Title:



                                                Bank of America, N.A.
                                                335 Madison Avenue, 5th Floor
                                                New York, NY  10017


                                               Telephone:
                                                         -----------------------

                                               Facsimile:
                                                         -----------------------

<PAGE>   48


Amount of                  Percentage of
Commitment                 Commitments         KeyBank National Association
----------                 -----------
$10,000,000                7.44%




                                               By:  /s/
                                                  -----------------------------

                                                     Name:
                                                     Title:



                                               KeyBank National Association
                                               127 Public Square/Mail Code:OH
                                               01-27-0606
                                               Cleveland, Ohio 44114-1306


                                               Telephone:
                                                         -----------------------

                                               Facsimile:
                                                         -----------------------

<PAGE>   49


Amount of                  Percentage of
Commitment                 Commitments         First Union National Bank of
----------                 -----------         North Carolina
$10,000,000                7.44%




                                               By:  /s/
                                                  ------------------------------

                                                     Name:
                                                     Title:



                                               First Union National Bank of
                                               North Carolina
                                               301 South College Street, TW-5
                                               Charlotte, NC 28288-0745


                                               Telephone:
                                                         -----------------------

                                               Facsimile:
                                                         -----------------------

<PAGE>   50

Amount of                  Percentage of
Commitment                 Commitments         Mellon Bank, N.A.
----------                 -----------
$7,600,000                 5.65%




                                                By:  /s/
                                                   -----------------------------


                                                      Name:
                                                      Title:



                                               Mellon Bank, N.A.
                                               One Mellon Bank Center, Room 4320
                                               Pittsburgh, PA 15258-0001


                                               Telephone:
                                                         ----------------------

                                               Facsimile:
                                                         ----------------------


<PAGE>   51

Amount of                  Percentage of
Commitment                 Commitments
$10,000,000                7.44%                Chase Bank of Texas, National
                                                Association




                                                By:  /s/
                                                   -----------------------------

                                                      Name:
                                                      Title:



                                                Chase Bank of Texas, National
                                                Association
                                                712 Main Street (4TCBN59)
                                                Houston, TX  77002-8059


                                                Telephone:
                                                          ----------------------

                                                Facsimile:
                                                          ----------------------

<PAGE>   52

Amount of                  Percentage of
Commitment                 Commitments
$4,800,000                 3.57%                Fifth Third Bank




                                                By:  /s/
                                                   -----------------------------

                                                      Name:
                                                      Title:



                                                 Fifth Third Bank
                                                 1404 East Ninth Street
                                                 Cleveland, Ohio  44114


                                                 Telephone:
                                                           ---------------------

                                                 Facsimile:
                                                           ---------------------


<PAGE>   53

                                                 The Chase Manhattan Bank,
                                                 as the Competitive Advance
                                                 Facility Agent




                                                 By:  /s/
                                                    ---------------------------

                                                       Name:
                                                       Title:



                                                 The Chase Manhattan Bank
                                                 270 Park Avenue, 4th Floor
                                                 New York, NY  10017


                                                 Telephone:
                                                           ---------------------

                                                 Facsimile:
                                                           ---------------------


<PAGE>   54
<TABLE>
<CAPTION>

                                                                      Schedule A

<S>                                                <C>
ABN AMRO Bank N.V.                                 Bank One, NA (Illinois)
One PPG Place, Suite 2950                          611 Woodward Avenue, Mail Suite 8074
Pittsburgh, PA  15222-5400                         Detroit, MI  48226

Banca Commerciale Italiana                         First Union National Bank of North Carolina
150 North Michigan Avenue, Suite 1500              301 South College Street, TW-5
Chicago, IL  60601                                 Charlotte, NC  28288-0745

BankBoston, N.A.                                   KeyBank National Association
100 Federal Street, 01-09-05                       127 Public Square
Boston, MA  02110                                  Mail Code:  OH-01-27-0606
                                                   Cleveland, OH  44114-1306
Bank of America, N.A.
335 Madison Avenue                                 Mellon Bank, N.A.
5th Floor                                          One Mellon Bank Center, Rm. 4320
New York, NY  10017                                Pittsburgh, PA  15258-0001

The Bank of New York                               National City Bank
One Wall Street                                    1900 East Ninth Street (LOC 2077)
New York, NY  10286                                Cleveland, OH  44114

The Bank of Nova Scotia                            SunTrust Bank, Atlanta
Atlanta Agency                                     25 Park Place, 26th Floor
600 Peachtree Street, N.E.                         Atlanta  GA  30303
Suite 2700
Atlanta, GA  30308                                 Wachovia Bank of Georgia, N.A.
                                                   191 Peachtree Street, N.E.
Chase Bank of Texas, National Association          Atlanta, GA  30303
712 Main Street (4TCBN59)
Houston, TX  77002-8059                            Wells Fargo Bank, N.A.
                                                   707 Wilshire Boulevard - MAC 2818-165
Fifth Third Bank                                   Los Angeles, CA  90017
1404 East Ninth Street
Cleveland, OH  44114
</TABLE>


<PAGE>   55


                                                                      Schedule B

                      NON-NEGOTIABLE REVOLVING CREDIT NOTE

$________________________                       Cleveland, Ohio

                                                Due Date:  _______________, 19__

         FOR VALUE RECEIVED, the undersigned, THE SHERWIN-WILLIAMS COMPANY
("Borrower") promises to pay to the order of _____________________________
("Lender"), the principal sum of _______________________________ Dollars
($__________) or the aggregate unpaid principal amount of all Loans evidenced by
this Note made by Lender to Borrower pursuant to Paragraph A of Section 2.1 of
the Amended and Restated 364-Day Revolving Credit Agreement, whichever is less,
in legal tender of the United States of America on the Due Date indicated above
pursuant to that certain Amended and Restated 364-Day Revolving Credit Agreement
(as may be amended from time to time, "Credit Agreement") dated December 31,
1999 by and among Borrower, Chase Bank of Texas, National Association, as
Administrative Agent, The Chase Manhattan Bank and the Lenders identified on the
signature pages to such Agreement. Capitalized terms used, but not otherwise
defined herein, shall have the meanings ascribed to them in said Credit
Agreement.

         Borrower promises to pay interest on the unpaid principal amount from
time to time outstanding from the date of such Loan until the payment in full
thereof at the rates per annum which shall be determined in accordance with the
provisions of Paragraph A of Section 2.1 of the Credit Agreement. Said interest
shall be payable on each date provided for in Paragraph A of said Section 2.1;
provided, however, that interest on any principal portion which is not paid when
due shall be payable on demand.

         The portions of the principal sum hereof from time to time representing
Alternate Base Rate Loans and LIBOR Loans, and payments of principal of any
thereof, will be recorded on the grid(s) attached hereto and made a part hereof
or by appropriate book entry. All Revolving Credit Loans to Borrower pursuant to
the Credit Agreement and all payments on account of principal hereof shall be
recorded by Lender prior to transfer hereof on such grid(s) or by appropriate
book entries, it being understood, however, that Lender's failure to record
appropriate information in the grid(s) attached to this Note shall in no way
affect the obligation of Borrower under the Credit Agreement or this Note.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement , or any Event of
Default under the Credit Agreement the principal hereof and the unpaid interest
thereon shall bear interest, until paid, at a rate per annum which shall be 1.1
times the Alternate Base Rate. All payments of principal of and interest on this
Note shall be made in immediately available funds.

         This Note is one of the Revolving Credit Notes referred to in the
Credit Agreement. Reference is made to such Credit Agreement for a description
of other terms and conditions upon which this Note is issued.

                                         THE SHERWIN-WILLIAMS COMPANY
                                         ("Borrower")


                                         By:____________________________________

                                         Title:_________________________________

<PAGE>   56
<TABLE>
<CAPTION>


                                                       REVOLVING CREDIT NOTE
                                                   LOANS AND PRINCIPAL PAYMENTS
                                                   ----------------------------


===================================================================================================================================

            Amount of Alternate        Amount of             Amount of            Unpaid Principal Balance        Name of Person
  Date         Base Rate Loan          LIBOR Loan        Principal Prepaid        of Revolving Credit Note      Making Notification
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                        <C>                <C>                      <C>                          <C>

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


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</TABLE>

<PAGE>   57


                                                                      Schedule C
                        NON-NEGOTIABLE MONEY MARKET NOTE

$________________________                                  Cleveland, Ohio

                                                   ______________________, 19__

                                                  Due                     Date:
 ___________________

                  FOR VALUE RECEIVED, the undersigned, THE SHERWIN-WILLIAMS
COMPANY ("Borrower") promises to pay to the order of ___________________
("Lender") , the principal sum of __________________________ Dollars
($__________) pursuant to Paragraph B of Section 2.1 of the Amended and Restated
364-Day Revolving Credit Agreement, in legal tender of the United States of
America on the Due Date indicated above pursuant to that certain Amended and
Restated 364-Day Revolving Credit Agreement (as may be amended from time to
time, "Credit Agreement") dated December 31, 1999 by and among Borrower, Chase
Bank of Texas, National Association, as Administrative Agent, The Chase
Manhattan Bank and the Lenders identified on the signature pages to such
Agreement in lawful money of the United States of America. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them
in the credit agreement referred to herein.

         Borrower promises to pay interest on the unpaid principal amount from
time to time outstanding from the date of such Loan until the payment in full
thereof at the rate of __________ percent (____%) per annum. Said interest shall
be payable on each date provided for in Paragraph B of Section 2.1 of the Credit
Agreement; provided, however, that interest on any principal portion which is
not paid when due shall be payable on demand.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the credit agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be 1.1 times the Alternate Base Rate from time to time in
effect. All payments of principal of and interest on this Note shall be made in
immediately available funds.

         This Note is one of the Money Market Notes referred to in the Credit
Agreement Reference is made to such Credit Agreement for a description of other
terms and conditions upon which this Note is issued.

                                           THE SHERWIN-WILLIAMS COMPANY
                                           ("Borrower")



                                            By:      ___________________________




<PAGE>   58

<TABLE>
<CAPTION>


                                MONEY MARKET NOTE
                          LOANS AND PRINCIPAL PAYMENTS
                          ----------------------------


============================================================================================================

                   Amount of Loan      Amount of Principal      Unpaid Principal     Name of Person Making
                                             Prepaid                Balance                 Notation
     Date                                                     of Money Market Loan
------------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>                    <C>                    <C>

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</TABLE>

<PAGE>   59

                                                                      Schedule D

                       NON-NEGOTIABLE COMPETITIVE BID NOTE

$___________________                                             Cleveland, Ohio

                                                Due Date:  _______________, 19__

         FOR VALUE RECEIVED, the undersigned, THE SHERWIN-WILLIAMS COMPANY
("Borrower") promises to pay on the last day of the relevant interest period as
referred to in that certain Amended and Restated 364-Day Revolving Credit
Agreement (as may be amended from time to time, "Credit Agreement") dated
December 31, 1999 by and among Borrower, Chase Bank of Texas, National
Association, The Chase Manhattan Bank and the Lenders identified on the
signature pages to such Agreement, to the order of _____________________________
("Lender"), the principal sum of _______________________________ Dollars
($__________) or the aggregate unpaid principal amount of all Loans evidenced by
this note made by Lender to Borrower pursuant to Paragraph D of Section 2.1 of
the Credit Agreement, whichever is less, in legal tender of the United States of
America pursuant to the Credit Agreement. Capitalized terms used, but not
otherwise defined herein, shall have the meanings ascribed to them in said
Credit Agreement.

         Borrower promises to pay interest on the unpaid principal amount from
time to time outstanding from the date of such Loan until the payment in full
thereof at the rates per annum which shall be determined in accordance with the
provisions of Paragraph C of Section 2.1 of the Credit Agreement. Said interest
shall be payable as provided in the Competitive Bid accepted by the Company
provided, however, that interest on any principal portion which is not paid when
due shall be payable on demand.

         The portions of the principal sum hereof from time to time representing
Fixed Rate Loans and Competitive Libor Loans, and payments of principal of any
thereof, will be recorded on the grid(s) attached hereto and made a part hereof
or by appropriate book entry. All Competitive Loans to Borrower pursuant to the
Credit Agreement and all payments on account of principal hereof shall be
recorded by Lender prior to transfer hereof on such grid(s) or by appropriate
book entries, it being understood, however, that Lender's failure to record
appropriate information in the grid(s) attached to this Note shall in no way
affect the obligation of Borrower under the Credit Agreement or this Note.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement hereinafter referred
to, or in any Event of Default under the Credit Agreement the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum which shall be _________________

         This Note is one of the Competitive Notes referred to in the Credit
Agreement. Reference is made to such Credit Agreement for a description of other
terms and conditions upon which this Note is issued.

                                         THE SHERWIN-WILLIAMS COMPANY
                                         ("Borrower")


                                         By:____________________________________

                                         Title:_________________________________

<PAGE>   60

<TABLE>
<CAPTION>

                                                        COMPETITIVE NOTE
                                                   LOANS AND PRINCIPAL PAYMENTS


=================================================================================================================================

           Amount of Fixed          Amount of               Amount of          Unpaid Principal Balance       Name of Person
              Rate Loan            Competitive        Principal Prepaid (if       of Competitive Note      Making Notification
    Date                            Libor Loan          consent obtained)
---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                    <C>                <C>                       <C>                         <C>

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

<PAGE>   61

<TABLE>
<CAPTION>

                                     LOANS AND PRINCIPAL PAYMENTS
                                     ----------------------------


============================================================================================================

                   Amount of Loan      Amount of Principal      Unpaid Principal     Name of Person Making
                                             Prepaid                Balance                 Notation
     Date                                                     of Money Market Loan
------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                   <C>                     <C>

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</TABLE>