<PAGE>   1


                                                                    EXHIBIT 4(c)


                              AMENDED AND RESTATED
                      FIVE YEAR REVOLVING CREDIT AGREEMENT

         This Amended and Restated Five Year Revolving Credit Agreement is made
and entered into this 3rd day of January, 2000 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 Five Year Revolving Credit Agreement, dated January 3,
1997, which agreement was subsequently amended effective March 31, 1997 and
January 3, 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 Five Year 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 Loan 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
         Sections 2.1A or 2.1C, 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 2.1D.

"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 2.1D.

"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 2.1D.

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

"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 January 3, 2000.

"EUROCURRENCY" shall mean any freely transferable 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
         the number of basis points set forth in the following table for the
         highest of the then current ratings assigned to the Company's senior
         unsecured non-credit enhanced long-term debt by Moodys Investors
         Service, Inc. ("Moodys") or Standard & Poor's Ratings Group ("S&P") on
         such day:

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

                  MOODYS OR S&P                         BASIS POINTS
----------------------------------------------------------------------------

                AA-/Aa3 or above                             6.0
----------------------------------------------------------------------------

        A-/A3 or above but below AA-/Aa3                     7.0
----------------------------------------------------------------------------

        BBB/Baa2 or above but below A-/A3                   10.0
----------------------------------------------------------------------------

               BBB-/Baa3 or below                           15.0
----------------------------------------------------------------------------

"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


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<PAGE>   4

         furnished by the Company to its stockholders (which annual financial
         statements shall be certified by the Company's independent certified
         public accountants).

"FIXED RATE LOAN" 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 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 Lender 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
         2.1D , such period shall end on such date; and provided further that no
         LIBOR Interest Period shall end after the Termination Date. With
         respect only to that portion of LIBOR Loans (as described in Section
         2.1C ) during the two (2) year Term Loan period which represents a
         mandatory semi-annual installment of principal, the Company may not
         select a LIBOR Interest Period the maturity of which would extend
         beyond the due date of such installment payment without becoming
         subject to the provisions of Section 2.1A(x).

"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 the number of basis points set forth in the following table
         for the highest of the then current ratings assigned to the Company's
         senior unsecured non-credit-enhanced long-term debt by Moodys or S&P:


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

                 MOODY'S OR S&P                       BASIS POINTS
--------------------------------------------------------------------------

                AA-/Aa3 or above                          12.75
--------------------------------------------------------------------------

        A-/A3 or above but below AA-/Aa3                  15.5
--------------------------------------------------------------------------

        BBB/Baa2 or above but below A-/A3                 20.0
--------------------------------------------------------------------------

               BBB-/Baa3 or below                         25.0
--------------------------------------------------------------------------

"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, 2.1C or 2.1D.

"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.

"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


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<PAGE>   6


         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 Lenders
         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.

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

"SUBORDINATED INDEBTEDNESS" shall mean 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).

"TERM LOAN" shall mean a Loan evidenced by a Term Note.

"TERM NOTE" shall mean a Note executed and delivered pursuant to Section 2.1C.

"TERMINATION DATE" shall mean 12:01 a.m. New York time on the fifth (5th)
         anniversary of the Effective Date (except in the case of a Term Loan in
         which case the Termination Date shall


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<PAGE>   7

         mean 12:01a.m. New York time on the seventh (7th) anniversary of the
         Effective Date); provided, however, that commencing with the first
         (1st) anniversary of the Effective Date, and each successive
         anniversary thereafter, the Termination Date shall be extended
         automatically by one (1) year periods with respect to any Lender which
         fails to respond to the Company's notice notifying the Lenders, in
         writing, of the Company's request for renewal not less than forty-five
         (45) days prior to such anniversary date that it wishes to terminate
         its Commitment four (4) years from the first anniversary date next
         following the date written notice of termination was received. Any
         provisions of the foregoing definition to the contrary withstanding,
         the "Termination Date" shall mean the foregoing definition unless
         otherwise set forth on such Lender's signature page.

"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.

"364 - DAY FACILITY" shall mean the Amended and Restated 364-Day Revolving
         Credit Agreement, dated December 31, 1999, 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 Five Hundred Ninety-Eight Million Four
         Hundred Thousand Dollars ($598,400,000).



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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 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


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<PAGE>   9

                           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 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,


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<PAGE>   10

                  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 conversions or conversions required hereunder. The
                  Company, through the Administrative Agent, shall give written
                  or telephonic notice to the Lenders 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).


                                       10
<PAGE>   11


         (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 Day's 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, 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, 2.1B and 2.1C plus the
                  aggregate


                                       11
<PAGE>   12


                  principal amount of outstanding Competitive Loans at any time
                  shall not exceed the Commitments which, on the date hereof,
                  total Five Hundred Ninety-Eight Million Four Hundred Thousand
                  Dollars ($598,400,000). 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
                  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
                  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 or herein 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.

C.       TERM LOAN

         (i)      BORROWING RIGHTS AND RESTRICTIONS: Subject to the terms and
                  conditions of this Agreement, at any time prior to the end of
                  the Commitment Period, each Lender will make a two (2) year
                  Term Loan to the Company in such amount, if any, as the
                  Company may request, but not exceeding the Commitment of such
                  Lender then in effect. In the event the Company makes
                  borrowings under this Section 2.1C, no further borrowing shall
                  be made under Section 2.1A, notwithstanding anything in this
                  Agreement to the contrary. Any prepayment of the Notes
                  outstanding under this


                                       12
<PAGE>   13

                  Section 2.1C shall be subject to Section 2.1A(x) hereof. The
                  proceeds of each Term Loan shall be delivered to the Company
                  not later than 3:00 p.m. New York time on the last day of the
                  notice period set forth in Section 2.1C(iii), 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 (who shall
                  notify each Lender), with the account number and American
                  Banking Association routing number of the bank at which such
                  account is maintained.

         (ii)     LOAN AMOUNTS: Alternate Base Rate Loans and LIBOR Loans 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), but either may be in lesser
                  amounts with respect to mandatory semi-annual installments of
                  principal or as a result of such semi-annual installments of
                  principal having been made.

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

                  (a)      Any such borrowing prior to the scheduled Termination
                           Date shall be made pro-rata among the Lenders and
                           shall be made upon the Company's written 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 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). 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 LIBOR Interest Period
                                    for any LIBOR Loan(s) and the maturity date
                                    of any Alternate Base Rate Loan(s).

                  (b)      The Administrative Agent shall promptly notify each
                           Lender of (i) its receipt of the Company's 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 Term Loan shall
                           be delivered by each such Lender to the Company not
                           later than 3:00 p.m. New York time on the last day of
                           the notice period set forth herein, 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.


                                       13
<PAGE>   14

         (iv)     INTEREST RATES:

                  (a)      If the Term Loans are Alternate Base Rate Loans, the
                           Company shall pay interest (computed on the basis of
                           a year having 365 or 366 days, as the case may be) on
                           the unpaid principal amount thereof outstanding from
                           time to time from the date of such Loan until paid,
                           payable quarterly in arrears, during the term of such
                           Loan and upon prepayment and if not paid at maturity
                           thereof at the Alternate Base Rate plus one-quarter
                           of one percent (1/4%) per annum. Any change in such
                           rate resulting from a change in the Alternate Base
                           Rate shall be effective immediately from and after
                           such change in the Alternate Base Rate.

                  (b)      If the Term Loans are LIBOR Loans, the Company shall
                           pay interest (computed on the basis of a year having
                           360 days and calculated on the basis of the number of
                           days elapsed) at a fixed rate for each LIBOR Interest
                           Period on the unpaid principal amount of LIBOR Loans
                           outstanding from time to time from the date of such
                           Loan until paid, payable on each Interest Adjustment
                           Date with respect to a LIBOR Interest Period
                           (provided that if a LIBOR Interest Period exceeds
                           three (3) months, the interest must be paid every
                           three (3) months, commencing three (3) months from
                           the beginning of such LIBOR Interest Period), at
                           LIBOR plus one-quarter of one percent (1/4%) per
                           annum, fixed in advance of each LIBOR Interest
                           Period as herein provided for each LIBOR Interest
                           Period.

         (v)      LOAN CONVERSIONS: All of the Term Loans outstanding at any
                  time must be either Alternate Base Rate Loans or LIBOR Loans,
                  but the Lenders, at the request of the Company, shall convert
                  Alternate Base Rate Loans to LIBOR Loans at any time, except
                  if an Event of Default exists, and shall convert LIBOR Loans
                  to Alternate Base Rate Loans permitted by this Paragraph C on
                  any Interest Adjustment Date, provided the conditions of
                  Section 2.2 are adhered to by the Company,, applicable to such
                  LIBOR Loan but each request for Loans under this Section 2.1C
                  must either be for Alternate Base Rate Loans or LIBOR Loans.
                  In the event of any conversion under this Section 2.1C, the
                  procedures set forth in Section 2.1A(ix) shall be followed by
                  the Company.

         (vi)     TERM LOAN NOTE: The obligation of the Company to repay the
                  Alternate Base Rate Loans and the LIBOR Loans made by each
                  Lender under this Section 2.1C and to pay interest thereon
                  shall be evidenced by a Term Note of the Company substantially
                  in the form of Schedule D, with appropriate insertions, dated
                  the date of execution thereof by the Company and payable to
                  the order of such Lender in the principal amount of its
                  Commitment, or if less, the aggregate unpaid principal amount
                  of Term Loans made hereunder by such Lender, in four (4)
                  semi-annual substantially equal installments, commencing six
                  (6) months from the date thereof. The principal amount of the
                  Alternate Base Rate Loans and LIBOR Loans made by each Lender
                  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 Term 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 Note shall in no way affect the obligations of the
                  Company under this Agreement or such Note.


                                       14
<PAGE>   15


         (vii)    INTEREST ON LATE PAYMENTS: If any Term 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.

D.       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, 2.1B and 2.1C plus the
                  aggregate principal amount of outstanding Competitive Loans at
                  any time shall not exceed the Commitments which, on the date
                  hereof, total Five Hundred Ninety-Eight Million Four Hundred
                  Thousand Dollars ($598,400,000). Subject to the provisions of
                  this Agreement, the Company may, if a Competitive Bid is
                  submitted by a Lender, borrow funds under this Paragraph D,
                  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 2.1D up to the principal amount of the
                  Commitments which, on the date hereof, total Five Hundred
                  Ninety-Eight Million Four Hundred Thousand Dollars
                  ($598,400,000) 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 2.1D 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;



                                       15
<PAGE>   16

                           (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).

                  (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 a 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
                           applicable 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) as well as the basis of calculation 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;


                                       16
<PAGE>   17

                           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 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


                                       17
<PAGE>   18

                  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
                  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 E 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 2.1D 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, 2.1C or 2.1D 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 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


                                       18
<PAGE>   19


         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.

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 Lenders (including any Lender or Lenders
                  which are 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.


                                       19
<PAGE>   20

         (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.


           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


                                       20
<PAGE>   21


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 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


                                       21
<PAGE>   22

         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.

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 willful
         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


                                       22
<PAGE>   23


         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.

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.


                                       23
<PAGE>   24


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.

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


                                       24
<PAGE>   25


                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 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.

SECTION 6.5. MERGER AND SALE OF ASSETS. The Company will not merge or
         consolidate with or 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


                                       25
<PAGE>   26

         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:

         (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


                                       26
<PAGE>   27

                  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
                  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


                                       27
<PAGE>   28


                  (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 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:



                                       28
<PAGE>   29

         (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 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


                                       29
<PAGE>   30


         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 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,


                                       30
<PAGE>   31


         (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 the 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.

                         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


                                       31
<PAGE>   32


         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
         the 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.

                         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


                                       32
<PAGE>   33


         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 aggregate unpaid principal
         amount of the 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 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


                                       33
<PAGE>   34


         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.

                            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,


                                       34
<PAGE>   35


         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 any Term Note or
         Revolving Credit Note, or the payment date of interest thereunder,
         (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 Term
         Note or Revolving Credit 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 Term Note or
         Revolving Credit Note 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 Lenders or banking, or (d) to
         actual or 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


                                       35
<PAGE>   36


         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
         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


                                       36
<PAGE>   37

         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.

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, CBT, 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.


                                       37
<PAGE>   38

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 any Lender
         or the Competitive Advance Facility Agent 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


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


                                       38
<PAGE>   39


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


<PAGE>   40


Amount of            Percentage of
Commitment           Commitments           ABN AMRO Bank N.V.
----------           -----------
$40,000,000          6.68%                 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>   41


Amount of          Percentage of
Commitment         Commitments             BankBoston, N.A.
----------         -----------
$19,200,000        3.21%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   42


Amount of          Percentage of
Commitment         Commitments             National City Bank
----------         -----------
$40,000,000        6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   43


Amount of          Percentage of
Commitment         Commitments             Wells Fargo Bank, N.A.
----------         -----------
$40,000,000        6.68%



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


                                                Name:
                                                Title:



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


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

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

<PAGE>   44


Amount of        Percentage of
Commitment       Commitments               PNC Bank, National Association
----------       -----------
$30,400,000      5.08%




                                           By: /s/
                                               ---------------------------------
Expiration Date:  January 3, 2003

                                                Name:
                                                Title:



                                           PNC Bank, National Association
                                           249 Fifth Ave., 2nd Floor
                                           Pittsburgh, PA 15222-2702


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

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

<PAGE>   45


Amount of          Percentage of
Commitment         Commitments             Wachovia Bank of Georgia, N.A.
----------         -----------
$30,400,000        5.08%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   46


Amount of          Percentage of
Commitment         Commitments             SunTrust Bank, Atlanta
----------         -----------
$40,000,000        6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   47


Amount of        Percentage of
Commitment       Commitments               Banca Commerciale Italiana
----------       -----------               Chicago Branch
$19,200,000      3.21%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   48


Amount of        Percentage of
Commitment       Commitments               The Bank of New York
----------       -----------
$40,000,000      6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   49


Amount of        Percentage of
Commitment       Commitments               Bank One, NA (Illinois)
----------       -----------
$40,000,000      6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   50


Amount of         Percentage of
Commitment        Commitments              The Bank of Nova Scotia
----------        -----------              Atlanta Agency
$19,200,000       3.21%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   51


Amount of        Percentage of
Commitment       Commitments               Bank of America, N.A.
----------       -----------
$40,000,000      6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   52


Amount of         Percentage of
Commitment        Commitments              KeyBank National Association
----------        -----------
$40,000,000       6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   53


Amount of          Percentage of
Commitment         Commitments             First Union National Bank
----------         -----------              of North Carolina
$40,000,000        6.68%




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


                                                Name:
                                                Title:



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


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

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

<PAGE>   54


Amount of        Percentage of
Commitment       Commitments               Mellon Bank, N.A.
----------       -----------
$30,400,000      5.08%




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


                                                 Name:
                                                 Title:



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


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

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

<PAGE>   55


Amount of         Percentage of
Commitment        Commitments              Royal Bank of Canada
----------        -----------
$30,400,000       5.08%




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


                                                Name:
                                                Title:



                                           Royal Bank of Canada
                                           One Liberty Plaza, 5th Floor
                                           165 Broadway
                                           New York, New York 10006-1404

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

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


<PAGE>   56


Amount of        Percentage of
Commitment       Commitments
$40,000,000      6.68%                     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>   57


Amount of         Percentage of
Commitment        Commitments
-----------       -------------
$19,200,000       3.21%                    Fifth Third Bank




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


                                                Name:
                                                Title:



                                           Fifth Third Bank
                                           1404 East Ninth Street
                                           Cleveland, Ohio  44114


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

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

<PAGE>   58


                                           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>   59
<TABLE>
<CAPTION>


                                                                      Schedule A
<S>                                                  <C>
ABN AMRO Bank N.V.                                   First Union National Bank of North Carolina
One PPG Place, Suite 2950                            301 South College Street, TW-5
Pittsburgh, PA  15222-5400                           Charlotte, NC  28288-0745

Banca Commerciale Italiana                           KeyBank National Association
150 North Michigan Avenue, Suite 1500                127 Public Square
Chicago, IL  60601                                   Mail Code:  OH-01-27-0606
                                                     Cleveland, OH  44114-1306
BankBoston, N.A.
100 Federal Street, 01-09-05                         Mellon Bank, N.A.
Boston, MA  02110                                    One Mellon Bank Center, Rm. 4320
                                                     Pittsburgh, PA  15258-0001
Bank of America, N.A.
335 Madison Avenue                                   National City Bank
5th Floor                                            1900 East Ninth Street (LOC 2077)
New York, NY  10017                                  Cleveland, OH  44114

The Bank of New York                                 PNC Bank, National Association
One Wall Street                                      249 Fifth Avenue, 2nd Floor
New York, NY  10286                                  Pittsburgh, PA  15222-2707

The Bank of Nova Scotia                              Royal Bank of Canada
Atlanta Agency                                       One Liberty Plaza, 5th Floor
600 Peachtree Street, N.E.                           165 Broadway
Suite 2700                                           New York, NY  10006-1404
Atlanta, GA  30308
                                                     SunTrust Bank, Atlanta
Chase Bank of Texas, National Association            25 Park Place, 26th Floor
712 Main Street (4TCBN59)                            Atlanta  GA  30303
Houston, TX  77002-8059
                                                     Wachovia Bank of Georgia, N.A.
Fifth Third Bank                                     191 Peachtree Street, N.E.
1404 East Ninth Street                               Atlanta, GA  30303
Cleveland, OH  44114
                                                     Wells Fargo Bank, N.A.
Bank One, NA (Illinois)                              707 Wilshire Boulevard - MAC 2818-165
611 Woodward Avenue, Mail Suite 8074                 Los Angeles, CA  90017
Detroit, MI  48226

</TABLE>


<PAGE>   60


                                                                      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 Five Year 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 Five Year Revolving Credit
Agreement (as may be amended from time to time, "Credit Agreement") dated
January 3, 2000 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>   61
<TABLE>
<CAPTION>

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


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

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

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


<PAGE>   62


                                                                      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 Five Year 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 Five Year
Revolving Credit Agreement (as may be amended from time to time, "Credit
Agreement") dated January 3, 2000 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:_________________________________
                                                                           Title

<PAGE>   63
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                                                 MONEY MARKET NOTE
                                           LOANS AND PRINCIPAL PAYMENTS
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                   Amount of Loan     Amount of Principal    Unpaid Principal Balance    Name of Person Making
     Date                                   Prepaid            of Money Market Loan            Notation
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<S>                <C>                 <C>                   <C>                         <C>

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<PAGE>   64


                                                                      Schedule D

                                 TERM LOAN NOTE


$_____________________________                              Cleveland, Ohio

                                                       ___________________, 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 the Lender to the Borrower pursuant to Paragraph
C of Section 2.1 of the Credit Agreement hereinafter referred to, whichever is
less, in lawful money of the United States of America in four (4) equal
consecutive semi-annual installments commencing six (6) months from the date
hereof Capitalized terms used herein shall have the meanings ascribed to them
in said Credit Agreement.

         The Borrower promises also to pay interest on the unpaid principal
amount of each Term Loan 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 on each date provided for
in Paragraph C 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 either
thereof, will be recorded on the grid(s) attached hereto and made a part hereof
or by appropriate book entries and all payments on account of principal hereof
shall be recorded by the Lender prior to then transfer hereof on such grid(s) or
by appropriate book entries, it being understood, however, that Lender's failure
to record appropriate information on the grid(s) attached to this Note shall in
no way affect the obligation of the 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, 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 Term Loan Notes referred to in the Amended and
Restated Five Year Revolving Credit Agreement (as may be amended from time to
time, "Credit Agreement") dated January 3, 2000 among the Borrower, Chase Bank
of Texas, National Association, as Administrative Agent, The Chase Manhattan
Bank and the Lenders named therein. Reference is made to such Credit Agreement
for description of other terms and conditions upon which this Note is issued.

                                        THE SHERWIN-WILLIAMS COMPANY
                                        ("Borrower")


                                        By:  ________________________________

<PAGE>   65

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                                                           TERM LOAN NOTE
                                                   LOANS AND PAYMENTS OF PRINCIPAL
                                                   -------------------------------


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

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<PAGE>   66


                                                                      Schedule E

                       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 Five Year Revolving Credit
Agreement (as may be amended from time to time, "Credit Agreement") dated
January 3, 2000 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 D of Section 2.1 of the Credit Agreement. Said interest
shall be payable as provided in the relevant 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>   67

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<CAPTION>


                                                          COMPETITIVE NOTE
                                                    LOANS AND PRINCIPAL PAYMENTS
                                                    ----------------------------

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

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