<PAGE>   1
                                                                     Exhibit 4.1


                                                              CONFORMED COPY







                            TERM LOAN AGREEMENT


                         Dated as of March 30, 2001



                                   among



                    THE GOODYEAR TIRE & RUBBER COMPANY,



                         THE LENDERS NAMED HEREIN,

                                    and

                          THE CHASE MANHATTAN BANK
                          as Administrative Agent


                   CHASE MANHATTAN INTERNATIONAL LIMITED
                              as London Agent




                                  JPMORGAN
         acted as Advisor, Joint Lead Arranger and Joint Bookrunner

                                BNP PARIBAS
    acted as Joint Lead Arranger, Joint Bookrunner and Syndication Agent

         COMMERZBANK AG, THE INDUSTRIAL BANK OF JAPAN, LIMITED and
                           THE SUMITOMO BANK LTD.
                      acted as Co-Documentation Agents


                                                        [CS&M Ref. No. 6701-174]
<PAGE>   2
                             TABLE OF CONTENTS

<TABLE>
<CAPTION>
    Article Section                                                        Page
    ------- -------

<S>                                                                        <C>
      I.  DEFINITIONS.................................................       1


           1.01.  Defined Terms.......................................       1
           1.02.  Terms Generally.....................................      11

      II.  THE CREDITS................................................      11


           2.01.  Commitments.........................................      11
           2.02.  Loans...............................................      11
           2.03.  Borrowing Procedure.................................      12
           2.04.  Interest Elections..................................      13
           2.05.  Repayment of Loans; Evidence of Debt................      14
           2.06.  Interest on Loans...................................      14
           2.07.  Default Interest....................................      15
           2.08.  Unavailability of LIBO Rate and CD Rate Quotations..      15
           2.09.  Prepayment..........................................      15
           2.10.  Reserve Requirements; Change in Circumstances.......      16
           2.11.  Change in Legality..................................      17
           2.12.  Pro Rata Treatment..................................      18
           2.13.  Payments............................................      18
           2.14.  Taxes...............................................      18
           2.15.  Assignment of Interests.............................      19
           2.16.  Breakage............................................      20

      III.  REPRESENTATIONS AND WARRANTIES............................      20



      IV.  CONDITIONS OF LENDING......................................      21



      V.  AFFIRMATIVE COVENANTS.......................................      22



      VI.  NEGATIVE COVENANTS.........................................      23



      VII.  EVENTS OF DEFAULT.........................................      25



      VIII.  THE AGENTS...............................................      26



      IX.  MISCELLANEOUS..............................................      28


           9.01.  Notices.............................................      28
           9.02.  Survival of Agreement...............................      28
           9.03.  Binding Effect; Successors and Assigns..............      29
           9.04.  Applicable Law......................................      29
           9.05.  Waivers; Amendment..................................      29
           9.06.  Expenses; Indemnity.................................      30
</TABLE>
<PAGE>   3
                                                                               2


<TABLE>
<S>                                                                         <C>
           9.07.  Interest Rate Limitation............................      30
           9.08.  Entire Agreement....................................      30
           9.09.  Information; Access and Confidentiality.............      30
           9.10.  Severability........................................      31
           9.11.  Counterparts........................................      31
           9.12.  Headings............................................      31
           9.13.  Jurisdiction; Consent to Service of Process.........      31
           9.14.  Stamp Taxes.........................................      32
           9.15.  Change of Control Option............................      32
</TABLE>



Exhibit A           Form of Borrowing Request
Exhibit B           Form of Opinion of Counsel
Exhibit C           Form of Schedule of Compliance
Exhibit D           Form of Promissory Note to Facilitate Assignments to
                    Federal Reserve Banks


Schedule 2.01       Commitments; Addresses for Notices, CD Reserve
                    Requirements and Assessment Rates
Schedule III        Certain Litigation
<PAGE>   4
                              TERM LOAN AGREEMENT dated as of March 30, 2001,
                  among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation
                  (the "Borrower"); the lenders listed in Schedule 2.01
                  (together with their successors and permitted assigns
                  hereunder, the "Lenders"); THE CHASE MANHATTAN BANK, a New
                  York banking corporation, as administrative agent for the
                  Lenders (in such capacity, the "Administrative Agent"); and
                  CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent for the
                  Lenders (the "London Agent").

            The Borrower has requested the Lenders to extend credit to the
Borrower in order to enable it to borrow on a term basis on the date hereof a
principal amount equal to $800,000,000. The Lenders are willing to extend such
credit to the Borrower on the terms and subject to the conditions herein set
forth.

            Accordingly, the Borrower, the Lenders and the Agents agree as
follows:


ARTICLE I.  DEFINITIONS

            SECTION 1.01.  Defined Terms.  As used in this Agreement, the
following terms shall have the meanings specified below:

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loan" shall mean any Tranche A Loan or portion thereof during
an Interest Period that is bearing interest at a rate determined by reference to
the Alternate Base Rate in accordance with the provisions of Article II.

            "Adjusted CD Rate" shall mean, with respect to any CD Loan, the rate
per annum (rounded upward, if necessary, to the nearest 1/1000th of 1%)
equivalent to the sum of (i) the quotient of (x) the CD Rate with respect to the
Interest Period in respect of such CD Loan, divided by (y) one minus the CD
Reserve Requirement of the applicable Lender, if any, plus (ii) the Assessment
Rate of the applicable Lender, if any. The Adjusted CD Rate shall be determined
as of the first day of, and shall remain constant throughout, the applicable
Interest Period.

            "Adjusted Dollar LIBO Rate" shall mean, with respect to any Dollar
Eurocurrency Loan, the Adjusted LIBO Rate for the relevant Interest Period.

            "Adjusted Euro LIBO Rate" shall mean, with respect to any Euro
Eurocurrency Loan, the Adjusted LIBO Rate for the relevant Interest Period.

            "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency
Loan, the rate per annum (expressed as a percentage rounded upward, if
necessary, to the nearest 1/1000th of 1%) equivalent to the sum of (i) the
quotient of (x) the LIBO Rate for the Interest Period in respect of such
Eurocurrency Loan, divided by (y) one minus the Eurocurrency Reserve
Requirement, if any. The Adjusted LIBO Rate shall be the rate appropriately
determined to be in effect on the first day of, and shall remain constant
throughout, such Interest Period. The Eurocurrency Reserve Requirement shall be
determined as at the first day of, and shall remain constant throughout, such
Interest Period.

            "Agents" shall mean, collectively, the Administrative Agent and the
London Agent.
<PAGE>   5
                                                                               2


            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective on the date
such change is publicly announced as effective. "Federal Funds Effective Rate"
shall mean, for any day, the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

            "Annual Period" shall mean a period of four complete, consecutive
fiscal quarters of the Borrower, taken together and constituting one accounting
period.

            "Applicable Agent" shall mean (a) with respect to a Tranche A Loan
or a Tranche A Borrowing, and with respect to any payment or other matter
hereunder that does not relate to a particular Loan or Borrowing, the
Administrative Agent, and (b) with respect to a Tranche B Loan or a Tranche B
Borrowing, the London Agent.

            "Applicable Jurisdiction" shall mean (a) with respect to a Tranche A
Loan or a Tranche A Borrowing, and with respect to any payment or other matter
hereunder that does not relate to a particular Loan or Borrowing, New York, New
York, and (b) with respect to a Tranche B Loan or a Tranche B Borrowing, London.

            "Applicable Spread" shall mean, for any day, with respect to any
Eurocurrency Loan, CD Loan or ABR Loan, the applicable rate per annum set forth
below under the caption "Eurocurrency Spread", "CD Spread" or "ABR Spread", as
the case may be, based upon the ratings by Moody's and S&P, respectively,
applicable on such date to the Index Debt:


<TABLE>
<CAPTION>
                              EUROCURRENCY
INDEX DEBT RATINGS               SPREAD      CD SPREAD        ABR SPREAD
------------------------------------------------------------------------
<S>                           <C>            <C>              <C>
Category 1
BBB/Baa2 or higher               1.250%         1.375%            0.000%
------------------------------------------------------------------------
Category 2
BBB-/Baa3                        1.500%         1.625%            0.250%
------------------------------------------------------------------------
Category 3
lower than BBB-/Baa3
or unrated                       1.750%         1.875%            0.500%
------------------------------------------------------------------------
</TABLE>
<PAGE>   6
                                                                               3


            For purposes of the foregoing, (i) if either Moody's or S&P shall
not have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then such
rating agency shall be deemed to have established a rating in Category 3; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for the Index Debt shall fall within different Categories, the Applicable Spread
shall be based on the lower of the ratings and (iii) if the ratings established
by Moody's and S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Spread shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Spread shall be determined by reference to the rating most recently
in effect prior to such change or cessation.

            "Assessment Rate" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is
being or to be made, the aggregate of the net annual assessment rates or similar
fees or charges (expressed on a per annum percentage basis, rounded upward, if
necessary, to the nearest 1/1000th of 1%), if any, paid by the Lender making
such Loan on its Dollar time deposits in the United States of America insured by
the Federal Deposit Insurance Corporation (or any successor agency) or any other
Governmental Body which has general jurisdiction over such Lender; such rates,
fees or charges, if any, shall be determined by annualizing the then most recent
assessment rates or similar fees or charges levied on such Lender by said
Corporation or other Governmental Body with respect to such Dollar time deposits
evidenced by certificates of deposit or equivalent instruments in amounts and
for periods substantially equal to the applicable Interest Period.

            "Authorized Officer" shall mean (i) any of the Chairman of the
Board, any Vice Chairman of the Board, any President, any Executive Vice
President, any Senior Vice President, any Vice President and the Treasurer of
the Borrower, and (ii) in respect of all matters relating to this Agreement
other than the execution and delivery of this Agreement, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Borrower and any other
person designated in writing by any officer specified in clause (i) above as
duly authorized to act on behalf of the Borrower hereunder.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Borrowing" shall mean a group of Loans of a single Class and Type
made by the applicable Lenders on a single date and as to which a single
Interest Period is in effect.

            "Borrowing Date" shall mean the date of this Agreement.

            "Borrowing Minimum" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR25,000,000 and (b) in the case of a Borrowing
denominated in Dollars, $25,000,000.

            "Borrowing Multiple" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR1,000,000 and (b) in the case of a Borrowing
denominated in Dollars, $1,000,000.

            "Borrowing Request" shall mean a request by the Borrower for a
Borrowing in the form of Exhibit A.
<PAGE>   7
                                                                               4


            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, (a) when used in
connection with a Eurocurrency Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in deposits in Dollars or
Euros, as the case may be, in the London interbank market and (b) when used in
connection with a Loan denominated in Euros, shall also exclude any day on which
the TARGET payment system is not open for the settlement of payments in Euros.

            "CD Borrowing" shall mean a Borrowing comprised of CD Loans.

            "CD Loan" shall mean any Tranche A Loan or portion thereof during an
Interest Period that is bearing interest at a rate determined by reference to
the Adjusted CD Rate in accordance with the provisions of Article II.

            "CD Rate" shall mean, with respect to any CD Borrowing for any
Interest Period, the rate of interest (expressed as an annual rate) equal to the
rate specified in respect of certificates of deposit or similar instruments
having a maturity which is equal or substantially equal to such Interest Period,
which rate appears on the display designated as page "FEDM" on the Reuter System
(or on such other display on the Reuter System as shall then display rates for
the purchase at face value of certificates of deposit or equivalent instruments)
at 10:00 a.m., New York City time, on the first day of such Interest Period;
provided, that if no rates can be obtained from page "FEDM" of the Reuter System
(or such other display), CD Rate shall be equal to the rate set forth under the
caption "Certificates of Deposit" in the daily statistical release published by
the Federal Reserve Bank of New York entitled "Composite 3:30 p.m. Quotations
for U.S. Government Securities", or any successor publication (the "Composite
Quotations"), for the first day of such Interest Period in respect of
certificates of deposit having a maturity substantially equal to such Interest
Period; provided, further, that if no rates are available from the Reuter System
or the Composite Quotations, or the Administrative Agent or the Borrower shall
in good faith reasonably determine (and promptly give notice to the other party
of such determination) that the CD Rate in respect of such Interest Period
determined as aforesaid is materially higher (as reasonably determined by the
Borrower) or lower (as reasonably determined by the Administrative Agent) than
the prevailing rate of interest the Administrative Agent is required to pay to
acquire funds evidenced by non-negotiable certificates of deposit in amounts of
$1,000,000 or more for a period substantially equal to such Interest Period,
then, in any such event, CD Rate shall mean, with respect to such Interest
Period and to the applicable CD Borrowing, the arithmetic average (expressed as
a percentage rounded upward, if necessary, to the nearest 1/1000th of 1%) of the
offered rates (each expressed as a per annum rate) offered by leading New York
City dealers in negotiable certificates of deposit at 10:30 a.m., New York City
time, on the first day of such Interest Period for the purchase at face value
from the Administrative Agent of negotiable certificates of deposit or
equivalent instruments in amounts of $1,000,000 or more for the period of, or
for a period comparable or substantially equal to, such Interest Period.

            "CD Reserve Requirement" shall mean, at any date as of which any
determination thereof is being or to be made and with respect to any CD Loan and
the applicable Interest Period in respect of which any determination thereof is
being or to be made, the amount (expressed as a decimal, rounded upward, if
necessary, to six decimal places) equal to the sum of (i) the aggregate of all
reserve requirements (including, without duplication, all basic, supplemental,
marginal and other reserves) in effect on such date (as established under
Regulation D of the Board, or any other regulation of the Board which prescribes
reserve requirements applicable to non-personal time deposits then in effect and
applicable to the Lender making such Loan), on Dollar non-personal time deposits
in the United States of the type used as a reference in determining the CD Rate
and having a maturity equal or comparable to the applicable Interest Period, as
and to the extent that such Lender is subject to such requirements, and (ii) the
aggregate of all reserve or similar requirements of any other Governmental Body
<PAGE>   8
                                                                               5


having jurisdiction over such Lender in respect of such Dollar non-personal time
deposits in the United States having a maturity equal or comparable to the
applicable Interest Period.

            "Class", when used in reference to (a) any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Tranche A
Loans or Tranche B Loans, and (b) any Commitment, refers to whether such
Commitment is a Tranche A Commitment or a Tranche B Commitment.

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

            "Commitment" shall mean a Tranche A Commitment or a Tranche B
Commitment.

            "Consolidated" shall refer to the consolidation of the accounts of
the Borrower and the Subsidiaries in accordance with generally accepted
accounting principles, including principles of consolidation.

            "Consolidated Debt" shall mean, as at the date as of which any
determination thereof is being or to be made, Debt of the Borrower and the
Subsidiaries, without duplication, determined on a Consolidated basis in
accordance with generally accepted accounting principles.

            "Consolidated Financial Statements of the Borrower" shall mean the
Consolidated balance sheet of the Borrower and Subsidiaries as at December 31,
2000 and 1999 and the Consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2000, and the Notes to Financial Statements in respect thereof, together with
the Report of PricewaterhouseCoopers LLP, independent accountants, in respect
thereof, all as set forth at pages 53 through 80, inclusive, of the Annual
Report on Form 10-K for the Borrower for the year ended December 31, 2000, a
copy of which has heretofore been delivered to each of the Lenders.

            "Consolidated Interest Expense" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be
made, without duplication and excluding intercorporate transactions among the
Borrower and the Subsidiaries, the sum of (i) Consolidated interest accrued in
respect of all Consolidated Debt of the Borrower and the Subsidiaries during
such Annual Period, whether or not paid and whether expensed or capitalized,
calculated and determined after giving effect, as and to the extent permitted by
generally accepted accounting principles, to any amounts paid or received by the
Borrower or the Subsidiaries under interest rate exchange and similar agreements
and arrangements which are intended to hedge or limit interest rates and
expenses, plus (ii) amortization of debt expense and discount or premium
relating to any such Debt (including and giving effect to any similar amounts
paid or received by the Borrower and the Subsidiaries under any such interest
rate exchange or similar agreement or arrangement) during such period, whether
or not paid and whether expensed or capitalized, plus (iii) the portion of
rental expense payable during such period pursuant to all capital lease
obligations (which are recorded as Debt) representing imputed interest recorded
in accordance with generally accepted accounting principles.

            "Consolidated Net Worth" shall mean, as at the end of any fiscal
quarter in respect of which a determination thereof is being or to be made, the
Consolidated stated capital, surplus and retained earnings of the Borrower and
the Subsidiaries, before (i) foreign currency translation adjustment and (ii)
the effect (on such retained earnings) of the recognition of the one time charge
for the "transition obligation" of the Borrower and the Subsidiaries upon the
Borrower's adoption of, and under and in accordance with the applicable
provisions of, Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits other than Pensions" in 1992.
<PAGE>   9
                                                                               6


            "Consolidated Operating Income" shall mean, with respect to any
Annual Period in respect of which a determination thereof is being or to be
made, the Consolidated net sales of the Borrower and the Subsidiaries for such
Annual Period, plus other income, depreciation and amortization, minus cost of
goods sold and selling, administrative and general expense properly attributable
to continuing operations of the Borrower and the Subsidiaries for such Annual
Period.

            "Debt" shall mean and shall include, as at the date as of which any
determination thereof is being or is to be made and in respect of any Person,
without duplication and excluding in the case of the Borrower and the
Subsidiaries intercorporate debt and other intercorporate obligations solely
among the Borrower and the Subsidiaries, all (i) indebtedness of such Person for
borrowed money, (ii) obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) obligations of such Person to pay the
deferred purchase price of property or services under conditional sales or other
similar agreements which provide for the deferral of the payment of the purchase
price for a period in excess of one year following the date of such Person's
receipt and acceptance of the complete delivery of such property and/or
services, (iv) obligations of such Person as lessee under leases which
obligations are, in accordance with generally accepted accounting principles,
recorded as capital lease obligations, and (v) obligations of such Person under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) of such Person to purchase or otherwise acquire, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (iv)
above. Whenever any determination of the amount of Debt (or of Consolidated Debt
or Funded Debt) is required or permitted to be, or is otherwise being or to be,
made for any purpose under this Agreement, the amount of any such Debt
denominated in any currency other than Dollars shall be calculated at the Dollar
Equivalent of such Debt as at the date as of which such determination of the
amount of Debt is being or to be made, except that, if all or any portion of the
principal amount of any such Debt which is payable in a currency other than
Dollars is hedged into Dollars, the principal amount of such hedged Debt, or the
hedged portion thereof, shall be deemed to be equal to the amount of Dollars
specified in, or determined pursuant to, the applicable hedging contract.

            "Dollar Equivalent" shall mean, in respect of any amount of any
currency, and as at the date and time as of which any determination thereof is
being or to be made, that number of Dollars into which such amount of currency
may be converted on such date, which shall be equal to the product of (a) the
principal amount of such currency (expressed in standard units of such currency)
multiplied by (b) the prevailing spot rate for exchanging such currency into
Dollars as quoted on page "Spot" of the Reuter System as at such date and time
as of which the determination of Dollar Equivalent is being or to be made, or,
if no rate is quoted in respect of such currency on the Reuter System display
designated page "Spot" as at such date and time, the prevailing spot rate for
exchanging such currency into Dollars in the New York City foreign currency
exchange market (or, if a more substantial and liquid market for the exchange of
such currency, the London currency exchange market or the currency exchange
market in the principal financial center of such currency) as at such date and
time.

            "Dollar Eurocurrency Loan" shall mean any Tranche A Loan or portion
thereof during an Interest Period that is bearing interest at an Adjusted Dollar
LIBO Rate.

            "Dollars" or "$" shall mean lawful money of the United States of
America.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time, and the regulations
promulgated and the rulings issued thereunder.

            "ERISA Liabilities" shall mean, as at the date as of which any
determination in respect thereof is being or to be made, the minimum liability
with respect to Plans which would be required to be reflected at such time as a
liability on the Consolidated balance sheet of the
<PAGE>   10
                                                                               7


Borrower and the Subsidiaries under paragraphs 36 and 70 of Statement of
Financial Accounting Standards No. 87 as such statement may from time to time be
amended, modified or supplemented, or under any successor statement issued in
replacement thereof.

            "Euro" or "EUR" shall mean the single currency of the European Union
as constituted by the Treaty on European Union and as referred to in the
European Monetary Union Legislation.

            "Euro Eurocurrency Loan" shall mean any Tranche B Loan or portion
thereof during an Interest Period that is bearing interest at an Adjusted Euro
LIBO Rate.

            "Eurocurrency Borrowing" shall mean a Borrowing comprised of
Eurocurrency Loans.

            "Eurocurrency Loan" shall mean any Loan or portion thereof during an
Interest Period that is bearing interest at a rate determined by reference to
the Adjusted LIBO Rate in accordance with the provisions of Article II.

            "Eurocurrency Reserve Requirement" shall mean, at any date as of
which any determination thereof is being or to be made and with respect to any
Eurocurrency Loan and the applicable Interest Period in respect of which any
determination thereof is being or to be made, the amount (expressed as a
decimal, rounded upward, if necessary, to six decimal places) of the applicable
statutory reserve or similar requirements (including, without duplication, all
basic, supplemental, marginal, emergency, special and other reserves), if any,
applicable to and imposed upon the applicable Lender from time to time under
regulations issued from time to time by the Board or any Governmental Body of
the jurisdiction of the currency of such Loan (or any successor) for determining
the minimum reserve requirement (including, without limitation, any such reserve
requirements under Regulation D of the Board and any emergency, supplemental or
other marginal reserve requirements), or by any other Governmental Body having
jurisdiction over such Lender, applicable to such Lender with respect to
liabilities or assets consisting of or including Eurocurrency liabilities (as
defined in Regulation D of the Board, as in effect from time to time), or
customarily used to fund loans similar to such Loan, having a term substantially
equal to such Interest Period.

            "Event of Default" shall have the meaning assigned to such term in
Article VII.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor Federal statute.

            "Excluded Taxes" shall mean, with respect to any Lender, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America (or any political subdivision thereof), or by the jurisdiction
under which such recipient is organized or in which its principal office or any
lending office from which it makes Loans hereunder is located, (b) any branch
profit taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above, (c) in the case of a
Tranche A Lender, any withholding tax that is imposed by the United States of
America (or any political subdivision thereof) on payments to such Lender by the
Borrower from an office within such jurisdiction to the extent such tax is in
effect and would apply as of the date such Tranche A Lender becomes a party to
this Agreement or relates to payments received by a new lending office
designated by such Tranche A Lender and is in effect and would apply at the time
such lending office is designated, (d) in the case of a Tranche B Lender, any
withholding tax that is imposed (i) by the United States or (unless the Borrower
is a resident of the United Kingdom or makes payments from an office in the
United Kingdom) the United Kingdom (or any political subdivision of either
thereof) on payments to such Lender by the Borrower from an office within either
such jurisdiction to the extent such tax is in effect and would apply as of the
date such Tranche B Lender becomes a party to this Agreement or relates to
payments received by a new
<PAGE>   11
                                                                               8


lending office designated by such Tranche B Lender and is in effect and would
apply at the time such lending office is designated or (e) any withholding tax
that is attributable to such Lender's failure to comply with Section 2.14(e),
except, in the case of clause (c) or (d) above, to the extent that (i) such
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.14(a) or
(ii) such withholding tax shall have resulted from the making of any payment to
a location other than the office designated by the Applicable Agent for the
receipt of payments of the applicable type from the Borrower.

            "Funded Debt" shall mean and include, as at any date as of which any
determination thereof is being or to be made, any Debt of the Borrower which by
its terms (i) matures more than one year after the date on which it was issued,
incurred, assumed or guaranteed by the Borrower, or (ii) matures one year or
less after the date it was issued, incurred, guaranteed or assumed which at such
date may be renewed at the sole election or option of the Borrower so as to
mature more than one year after such date.

            "Governmental Body" shall mean the United States of America, any
State thereof, any other country or any political subdivision of such other
country, or any department, agency, commission, board, bureau or instrumentality
of the United States of America, any State thereof, any other country or
political subdivision of such other country or any subdivision of any of them,
and, to the extent the term is used in respect of any Agent or Lender, any
quasi-governmental body, agency or authority (including any central bank)
exercising regulatory authority over such Agent or Lender pursuant to applicable
law in respect of the transactions contemplated by this Agreement.

            "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

            "Index Debt" shall mean the Borrower's senior, unsecured,
non-credit-enhanced long-term Debt for borrowed money.

            "Interest Election Request" shall mean a request by the Borrower to
convert or continue a Borrowing or a portion thereof in accordance with Section
2.04.

            "Interest Payment Date" shall mean, with respect to any Loan, the
last day of the Interest Period applicable thereto and the Maturity Date and, in
the case of a Eurocurrency Loan with an Interest Period of more than three
months' duration or a CD Loan with an Interest Period of more than 90 days'
duration, each day that would have been an Interest Payment Date for such Loan
had successive Interest Periods of three months' duration or 90 days' duration,
as the case may be, been applicable to such Loan and, in addition, the date of
any conversion of such Loan to a Loan of a different Type; provided that with
respect to any ABR Loan, Interest Payment Date shall mean the last day of each
fiscal quarter.

            "Interest Period" shall mean (a) as to any Eurocurrency Loan, the
period commencing on the Borrowing Date in respect of such Loan or on the last
day of the immediately preceding Interest Period applicable to such Loan, as the
case may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3, 6 or 12 months thereafter, as the Borrower may elect (or, in the case of a
Tranche B Loan, on the Maturity Date), (b) as to any CD Loan, a period of 1, 3
or 6 months' duration, as the Borrower may elect, commencing on the Borrowing
Date or on the last day of the immediately preceding Interest Period applicable
to such Loan, as the case may be, and (c) as to any ABR Loan, the period
commencing on the Borrowing Date or on the last day of the immediately preceding
Interest Period applicable to such Loan, as the case may be, and ending on any
date one through 90, inclusive, days thereafter, as the Borrower may elect, or,
if earlier, on the Maturity Date or the date of prepayment of such Loan;
provided, however, that if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of Eurocurrency Loans
<PAGE>   12
                                                                               9


only, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.

            "LIBO Rate" shall mean, with respect to any Interest Period relating
to a Eurocurrency Loan, the rate of interest (expressed as an annual rate) equal
to the British Bankers Association (the "BBA") interest settlement rate for
Dollars (in respect of Dollar Eurocurrency Loans) or Euros (in respect of Euro
Eurocurrency Loans), as the case may be (the "BBA Interest Settlement Rate
USD/EUR"), for a period substantially equal to such Interest Period as quoted at
page 3750 of the Telerate Service ("Telerate 3750"), or at such page or display
as may replace Telerate 3750 or on such other service as may be nominated by the
BBA as the information vendor for the purpose of displaying the BBA Interest
Settlement Rate for USD/EUR ("BBA Interest Settlement Rate Screen"), for
delivery on the first day of such Interest Period, such rate to be established
from the quote on Telerate 3750 at 11:00 a.m. (or as near as practicable
thereto), London time, two Business Days prior to the first day of such Interest
Period (which shall be a Business Day); provided, that, if no rate for the
relevant Interest Period is quoted on Telerate 3750, or any successor or
substitute BBA Interest Settlement Rate Screen, then the LIBO Rate shall be
equal to the arithmetic average (expressed as a percentage rounded upward, if
necessary, to the nearest 1/1000th of 1%) of the rates (expressed as annual
rates) at which deposits in Dollars or Euros, as the case may be, in amounts of
$5,000,000 or EUR5,000,000 or more for a period substantially equal to such
Interest Period are offered by the LIBOR Reference Banks to prime banks in the
London interbank market for delivery on the first day of such Interest Period,
such rates to be established from quotes obtained at (or as near as practicable
to) 12:00 noon (London time) two Business Days prior to the first day of such
Interest Period (which shall be a Business Day); provided further, that if with
respect to any such Interest Period fewer than two LIBOR Reference Banks are
offering quotations, then the LIBO Rate shall be equal to the arithmetic average
(rounded upward, if necessary, to the nearest 1/1000th of 1%) of the rates
(expressed as annual rates) at which the Reference Banks are offered deposits in
Dollars or Euros, as the case may be, in New York in amounts of $5,000,000 or
EUR5,000,000 or more for delivery on the first day of such Interest Period for a
period substantially equal to the Interest Period by leading banks in the New
York interbank market as of 11:00 a.m. (New York time) on the first day of such
Interest Period (which shall be a business day). As used herein, the term "LIBOR
Reference Banks" shall mean The Chase Manhattan Bank, BNP Paribas, London, and
Credit Suisse, London, Limited, and the term "Reference Banks" shall mean Bank
of America N.A., Citibank, N.A., and Commerzbank Aktiengesellschaft.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset or (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset.

            "Loan" shall mean a Tranche A Loan or a Tranche B Loan.

            "Local Time" shall mean (a) with respect to a Tranche A Loan or a
Tranche A Borrowing, New York City time, and (b) with respect to a Tranche B
Loan or a Tranche B Borrowing, London time.

            "Majority Lenders" shall mean, at any time, Lenders having
outstanding Loans representing a majority of the aggregate principal amount of
outstanding Loans.

            "Manufacturing Facility" shall mean any plant, other facility or
equipment owned by the Borrower or a Subsidiary which is used primarily to
manufacture automotive or other products, but shall not include (i) retread
plants, facilities or equipment, (ii) plants, facilities or equipment which, in
the opinion of the Board of Directors of the Borrower, are not of material
importance to the total business conducted by the Borrower and the Subsidiaries,
or
<PAGE>   13
                                                                              10


(iii) plants, facilities or equipment which, in the opinion of the Board of
Directors of the Borrower, are used primarily for transportation, marketing or
warehousing.

            "Maturity Date" shall mean March 30, 2004.

            "Moody's" shall mean Moody's Investors Service, Inc., and its
successors.

            "Net Income" shall mean, with respect to any period in respect of
which a determination is being made or to be made, consolidated net income of
the Borrower and the Subsidiaries for such period determined in accordance with
generally accepted accounting principles in the United States, as in effect on
the date hereof.

            "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or Governmental Body.

            "Plan" shall mean an employee benefit plan, other than a
Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA), which (i) is
(or, in the event that any such plan has been terminated within five years of a
transaction described in Section 4069 of ERISA, was) maintained for employees of
the Borrower (or any trade or business which would be considered as under common
control with the Borrower within the meaning of Section 4001(b) of ERISA) and
subject to Title IV of ERISA, and (ii) has assets having an aggregate market
value in excess of $100,000,000.

            "Prepayment Minimum" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR5,000,000 and (b) in the case of a Borrowing
denominated in Dollars, $5,000,000.

            "Prepayment Multiple" shall mean (a) in the case of a Borrowing
denominated in Euros, EUR1,000,000 and (b) in the case of a Borrowing
denominated in Dollars, $1,000,000.

            "Required Lenders" shall mean, at any time, Lenders having
outstanding Loans representing at least two-thirds of the aggregate principal
amount of the outstanding Loans.

            "Reuter System" shall mean the Reuter Money Service Monitor
System.

            "S&P" shall mean Standard and Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

            "Schedule of Compliance" shall mean a Schedule of Compliance,
substantially in the form of Exhibit C, prepared by the Borrower and delivered
to the Lenders pursuant to subsection (c) of Article V.

            "Subsidiary" shall mean any corporation, partnership, limited
liability company, joint venture, trust or estate of which (or in which) more
than 50% of

            (i) the outstanding capital stock having ordinary voting power to
      elect a majority of the board of directors of such corporation
      (irrespective of whether or not at the time capital stock of any other
      class or classes of such corporation shall or might have voting power upon
      the occurrence of any contingency),

            (ii) the interest in the capital or profits of such
      partnership, limited liability company or joint venture, or

            (iii) the beneficial interest of such trust or estate,

is at the time directly or indirectly owned by the Borrower, by the Borrower and
one or more other Subsidiaries, or by one or more other Subsidiaries.
<PAGE>   14
                                                                              11


            "Supplemental Amount" shall mean, as at the end of any fiscal
quarter of the Borrower in respect of which a determination thereof is being or
to be made, the Dollar amount (if a positive number), if any, which is equal to
the product of (x) the remainder obtained by subtracting $3,800,000,000 from the
Consolidated Net Worth of the Borrower as at the end of such fiscal quarter,
multiplied by (y) .50.

            "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Body.

            "Tranche A Borrowing" shall mean a Borrowing comprised of Tranche A
Loans.

            "Tranche A Commitment" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche A Loans hereunder on the
Borrowing Date. The amounts of the Lenders' Tranche A Commitments are set forth
on Schedule 2.01. The aggregate amount of the Tranche A Commitments is
$800,000,000.

            "Tranche A Lender" shall mean a Lender with a Tranche A Commitment
or an outstanding Tranche A Loan.

            "Tranche A Loan" shall mean a Loan made in Dollars pursuant to
clause (a) of Section 2.01.

            "Tranche B Borrowing" shall mean a Borrowing comprised of Tranche B
Loans.

            "Tranche B Commitment" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Tranche B Loans hereunder on the
Borrowing Date. The amounts of the Lenders' Tranche B Commitments are set forth
on Schedule 2.01. The aggregate amount of the Tranche B Commitments on the date
hereof is Euro 0.

            "Tranche B Lender" shall mean a Lender with a Tranche B Commitment
or an outstanding Tranche B Loan.

            "Tranche B Loan" shall mean a Loan made in Euros pursuant to clause
(b) of Section 2.01.

            "Type", when used in respect of any Loan or Borrowing and in respect
of any Interest Period during which such Loan or Borrowing is outstanding, shall
refer to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined in respect of such Interest Period. For
purposes hereof, "Rate" shall include the Adjusted LIBO Rate, the CD Rate and
the Alternate Base Rate.

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with generally accepted accounting principles in the
United States, as in effect on the date of this Agreement.


ARTICLE II.  THE CREDITS

            SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, on the Borrowing Date (a) each Tranche A Lender agrees to make one
or more Loans to
<PAGE>   15
                                                                              12


the Borrower in Dollars in an aggregate principal amount equal to its Tranche A
Commitment, and (b) each Tranche B Lender agrees to make one or more Loans to
the Borrower in Euro in an aggregate principal amount equal to its Tranche B
Commitment. Amounts repaid in respect of Loans may not be reborrowed. The
Commitments shall expire at 5:00 p.m., New York City time, on the Borrowing
Date.

            SECTION 2.02. Loans. (a) Each Tranche A Loan shall be made as part
of a Borrowing consisting of Tranche A Loans made by the Tranche A Lenders
ratably in accordance with their Tranche A Commitments, and each Tranche B Loan
shall be made as part of a Borrowing consisting of Tranche B Loans made by the
Tranche B Lenders ratably in accordance with their Tranche B Commitments. The
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). On the Borrowing Date, the Loans
comprising any Borrowing shall be in an aggregate principal amount which is an
integral multiple of the Borrowing Multiple and not less than the Borrowing
Minimum.

            (b) Each Tranche A Borrowing shall be comprised entirely of Dollar
Eurocurrency Loans, CD Loans or ABR Loans, as the Borrower may request pursuant
to Section 2.03. Each Tranche B Borrowing shall be comprised entirely of Euro
Eurocurrency Loans. Tranche A Borrowings of more than one Type, and Tranche A
Borrowing or Tranche B Borrowing of the same Type and having different Interest
Periods, may be outstanding at the same time. For purposes of the foregoing,
Loans of different Classes or Types and Loans having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Loans and separate Borrowings during the relevant Interest Periods.

            (c) Each Lender shall make each Loan to be made by it hereunder by
wire transfer of immediately available funds to the Applicable Agent by wire
transfer of immediately available funds in the applicable currency by 11:30
a.m., Local Time, on the Borrowing Date to the account of the Applicable Agent
in the Applicable Jurisdiction designated by it for such purpose by notice to
the applicable Lenders, and the Applicable Agent shall transfer the entire
amount received to the Borrower in the applicable currency in immediately
available funds to a bank and account in the Applicable Jurisdiction designated
by the Borrower as promptly as practicable and in any event by such a time that
such funds will be available for retransfer, investment or other use by the
Borrower on the Borrowing Date or, if a Borrowing shall not occur because any
condition precedent herein specified shall not have been met, return the amounts
so received to the respective Lenders. Unless the Applicable Agent shall have
received notice from a Lender prior to the Borrowing Date that such Lender will
not make available to the Applicable Agent such Lender's portion of any
Borrowing, the Applicable Agent may assume that such Lender has made such
portion available to the Applicable Agent on the Borrowing Date in accordance
with this paragraph (c) and the Applicable Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have made such portion available
to the Applicable Agent, such Lender and the Borrower severally agree to repay
to the Applicable Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the Borrowing Date until the date such
amount is repaid to the Applicable Agent at (i) in the case of a Tranche A
Borrowing, the Federal Funds Effective Rate, and (ii) in the case of a Tranche B
Borrowing, the rate reasonably determined by the Applicable Agent to represent
the cost to it of funding such amount; provided that if such Lender does not pay
such principal amount to the Applicable Agent within five Business Days and the
Borrower repays such principal amount on the sixth Business Day, such Lender
shall be responsible for interest during such six Business Day period, provided
that the Applicable Agent, if it shall first have made demand on such Lender and
shall not have received payment, may recover such interest from the Borrower. If
such Lender shall pay to the Applicable Agent such corresponding amount within
five Business Days, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement.
<PAGE>   16
                                                                              13


            SECTION 2.03. Borrowing Procedure. In order to request a Borrowing,
the Borrower shall hand deliver or telecopy to the Applicable Agent a Borrowing
Request (a) in the case of a Eurocurrency Borrowing or a CD Borrowing, not later
than 3:00 p.m., Local Time, three Business Days before the Borrowing Date and
(b) in the case of an ABR Borrowing, not later than 10:30 a.m., Local Time, on
the Borrowing Date. Such notice shall be irrevocable and shall in each case
specify (i) the Class of the Borrowing then being requested, (ii) in the case of
a Tranche A Borrowing, whether such Borrowing is to be a Eurocurrency Borrowing,
a CD Borrowing or an ABR Borrowing; (iii) the amount of such Borrowing; and (iv)
the Interest Period with respect thereto. If no election as to the Type of a
Tranche A Borrowing is specified in any such Borrowing Request, then (A) if each
Borrowing Request shall have been delivered at least 3 Business Days prior to
any funding date, the requested Borrowing shall be a Eurocurrency Borrowing with
an Interest Period of one month and (B) otherwise, the requested Borrowing shall
be an ABR Borrowing with an Interest Period of seven days. If no Interest Period
with respect to any Eurocurrency Borrowing or CD Borrowing is specified in any
such Borrowing Request, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration in the case of a Eurocurrency Borrowing,
30 days' duration, in the case of a CD Borrowing, and seven days' duration in
the case of an ABR Borrowing. The Applicable Agent shall promptly advise the
Lenders of each Borrowing Request given pursuant to this Section and of each
Lender's portion of each requested Borrowing.

            SECTION 2.04. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert any Tranche A Borrowing to a Tranche A Borrowing
of a different Type and, in the case of any Eurocurrency Borrowing of either
Class, may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall thereupon be considered separate Loans and a
separate Borrowing.

            (b) To make an election pursuant to this Section, the Borrower shall
hand deliver or telecopy to the Applicable Agent an Interest Election Request
(a) if a Eurocurrency Borrowing shall be elected, not later than 3:00 p.m.,
Local Time, three Business Days before the effective date of such election, (b)
if a CD Borrowing shall be elected, not later than 10:30 a.m., Local Time, two
Business Days before the effective date of such election and (c) if an ABR
Borrowing shall be elected, not later than 10:30 a.m., Local Time, on the
effective date of such election. Each such Interest Election Request shall be
irrevocable.

            (c)  Each Interest Election Request shall specify the
following information:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) if the resulting Borrowing is to be a Tranche A Borrowing,
      whether the resulting Borrowing is to be an ABR Borrowing, a Eurocurrency
      Borrowing or a CD Borrowing; and

            (iv) the Interest Period to be applicable thereto after giving
      effect to such election, which shall commence on the effective date of
      such election and shall be a period contemplated by the definition of the
      term "Interest Period".
<PAGE>   17
                                                                              14


If any such Interest Election Request does not specify an Interest Period, then
the Borrower shall be deemed to have selected an Interest Period of one month's,
30 days' or seven days' duration in respect of a Eurocurrency Borrowing , CD
Borrowing or ABR Borrowing, respectively, as the case may be.

            (d) Promptly following receipt of an Interest Election Request, the
Applicable Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Borrowing at least three Business Days prior to the
end of the Interest Period applicable thereto, then, unless the Borrower shall
have notified the Applicable Agent at least three Business Days prior to the end
of such Interest Period that such Borrowing will be repaid as provided herein at
the end of such Interest Period, such Borrowing shall be (i) in the case of a
Tranche A Borrowing, continued as or converted to a Dollar Eurocurrency
Borrowing with an Interest Period of one month's duration, and (ii) in the case
of a Tranche B Borrowing, continued as a Euro Eurocurrency Borrowing with an
Interest Period of one month's duration.

            (f) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled (i) to convert any Borrowing to a Borrowing of a
different Class, (ii) to convert any Tranche B Borrowing to a CD Borrowing or an
ABR Borrowing or (iii) to convert or continue any Borrowing as a CD Borrowing if
the Interest Period requested with respect thereto would end after the Maturity
Date or, in the case of a Euro Eurocurrency Loan or a Dollar Eurocurrency Loan,
more than one month after the Maturity Date; provided that the provisions of
Section 2.16 shall apply to any Loan having an Interest Period that ends after
the Maturity Date.

            SECTION 2.05. Repayment of Loans; Evidence of Debt. (a) On the
Maturity Date the Borrower agrees to pay to the Applicable Agent for the account
of each Lender the then unpaid principal amount of each Loan of such Lender, in
the currency of such Loan.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.

            (c) The Applicable Agent shall maintain accounts in which it will
record (i) the amount of each Loan hereunder, the Class and Type of each Loan
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Applicable
Agent hereunder from the Borrower and each Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section shall, to the extent permitted by
applicable law, be rebuttable evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Applicable Agent to maintain such accounts or any error therein shall not
in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms.

            SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Eurocurrency Loans comprising each Eurocurrency Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 360 days) at a rate per annum equal to the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Spread.
<PAGE>   18
                                                                              15


            (b) Subject to the provisions of Section 2.07, the CD Loans
comprising each CD Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the CD Rate for the Interest Period in effect for such Borrowing plus the
Applicable Spread.

            (c) Subject to the provisions of Section 2.07, the ABR Loans
comprising each ABR Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) at a rate per annum equal to the Alternate Base Rate in
effect from time to time during the Interest Period in effect for such ABR
Borrowing plus the Applicable Spread.

            (d) Subject to the provisions of Section 2.07, interest on each Loan
shall be payable on each Interest Payment Date applicable to such Loan; provided
that interest on ABR Loans shall be payable on the last day of each fiscal
quarter. Interest on each Loan shall be payable in the currency of such Loan.
The LIBO Rate and Adjusted LIBO Rate, the CD Rate and Adjusted CD Rate or the
Alternate Base Rate, as the case may be, for each Interest Period or day within
an Interest Period shall be determined by the Applicable Agent in accordance
with the terms and conditions of this Agreement, and such determination shall be
conclusive absent manifest error.

            SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, whether by scheduled maturity, notice of prepayment, acceleration
or otherwise, the Borrower shall on demand from time to time from the
Administrative Agent or the Majority Lenders pay interest, to the extent
permitted by law, on such defaulted amount up to (but not including) the date of
actual payment (after as well as before judgment) at a rate per annum (computed
on the basis of the actual number of days elapsed over a year of 360 days) equal
to (a) in the case of the principal of or interest on any Tranche B Loan, the
rate of interest applicable, or most recently applicable, to such Loan plus 1%
per annum, and (b) in the case of the principal of or interest on any Tranche A
Loan or any other amount, the Alternate Base Rate plus the Applicable Spread
plus 1%.

            SECTION 2.08. Unavailability of LIBO Rate and CD Rate Quotations.
(a) In the event that on the day two Business Days prior to the commencement of
any Interest Period for a Eurocurrency Borrowing the Administrative Agent shall
have determined that it is not possible to ascertain a LIBO Rate for such
Interest Period as contemplated in the definition of LIBO Rate in Section 1.01,
the Administrative Agent shall, as soon as practicable thereafter, give written
or telecopy notice of such event to the Borrower and the Lenders, in which event
any request by the Borrower for a Eurocurrency Borrowing for such Interest
Period shall (i) in the case of a Tranche A Borrowing, be deemed to be a request
for a CD Borrowing and (ii) in the case of a Tranche B Borrowing, be of no force
or effect (and any outstanding Tranche B Borrowing that is requested to be
continued for such Interest Period shall bear interest, for so long as the
circumstances referred to in this paragraph shall continue, at such rate or
rates as the Administrative Agent and the Borrower shall agree upon to reflect
the cost to such Lenders of making or maintaining their Loans plus the
Applicable Spread (or, in the absence of such agreement, shall be repaid on the
last day of the then current Interest Period applicable thereto); provided that
in the circumstances described in clause (ii) preceding the Borrower and the
Lenders shall negotiate in good faith to reach an agreement providing for a
mutually agreeable alternative to the Tranche B Borrowing.

            (b) In the event, and on each occasion, that on the day on which the
Borrower gives notice requesting a CD Borrowing the Administrative Agent shall
have determined that it is not possible to ascertain a CD Rate for the
applicable Interest Period as contemplated in the definition of CD Rate in
Section 1.01, the Administrative Agent shall, as soon as practicable thereafter,
give written or telecopy notice of such determination to the Borrower and the
<PAGE>   19
                                                                              16


Lenders, in which event any request by the Borrower for a CD Borrowing for such
Interest Period shall be deemed to be a request for an ABR Borrowing (subject to
the right of the Borrower to convert such Borrowing into a Borrowing comprised
of Dollar Eurocurrency Loan as provided elsewhere herein).

            SECTION 2.09. Prepayment. (a) The Borrower shall have the right at
any time and from time to time to prepay without premium or penalty any
Borrowing, in whole or in part, upon giving written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the
Applicable Agent: (i) before 5:00 p.m., Local Time, three Business Days prior to
prepayment, in the case of Eurocurrency Loans, (ii) before 5:00 p.m., Local
Time, two Business Days prior to prepayment, in the case of CD Loans, and (iii)
before 10:00 a.m., Local Time, one Business Day prior to prepayment, in the case
of ABR Loans; provided, however, that each partial prepayment of a Borrowing
shall be in an amount which is an integral multiple of the Prepayment Multiple
and not less than the Prepayment Minimum.

            (b) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the Borrower to prepay such Borrowing (or
portion thereof) by the amount stated therein on the date stated therein. All
prepayments under this Section shall be accompanied by accrued interest on the
principal amount being prepaid to the date of payment.

            SECTION 2.10. Reserve Requirements; Change in Circumstances. (a) In
the event that at any time or from time to time during the term of this
Agreement any Eurocurrency Reserve Requirement shall be applicable to deposits
acquired in respect of any Eurocurrency Loan the Lender making such Eurocurrency
Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any Eurocurrency Reserve
Requirement, whether in respect of an outstanding Eurocurrency Loan or any
possible future Eurocurrency Loan, and, for as long as such Eurocurrency Reserve
Requirement shall be effective, the Borrower shall, upon written request from
such Lender (with a copy of such request to the Administrative Agent), pay to
such Lender at the end of each Interest Period for such Eurocurrency Loan, an
additional amount equal to the difference between the interest accrued based
upon the LIBO Rate and the interest that would have accrued had the Adjusted
LIBO Rate been applicable to the Eurocurrency Loan of such Lender. Each Lender
represents that currently it is not subject to (and does not incur) any
Eurocurrency Reserve Requirement.

            (b) In the event that at any time or from time to time during the
term of this Agreement any CD Reserve Requirement or Assessment Rate shall be
applicable to deposits acquired in respect of any CD Loan the Lender making such
CD Loan shall promptly notify the Borrower in writing of any imposition of or
change in or prospective imposition of or change in any CD Reserve Requirement
or Assessment Rate, whether in respect of an outstanding CD Loan or any possible
future CD Loan, and, for as long as such CD Reserve Requirement or Assessment
Rate shall be effective, the Borrower shall, upon written request from such
Lender (with a copy of such request to the Administrative Agent), pay to such
Lender at the end of the Interest Period for such CD Loan, an additional amount
equal to the difference between the interest accrued based upon the CD Rate and
the interest that would have accrued had the Adjusted CD Rate been applicable to
the CD Loan of such Lender. Each Lender represents that its current CD Reserve
Requirement and Assessment Rate are as set forth on Schedule 2.01.

            (c) Notwithstanding any other provision herein, if after the date of
this Agreement, either (i) the introduction of, or any change in or in the
interpretation of, any law or regulation or (ii) compliance by any Lender with
any directive, guideline or request of any Governmental Body (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender, so as to increase the minimum
amount of capital required to be maintained by such Lender based upon the
existence of this Agreement, the Commitment of such Lender and/or any Loans made
hereunder and such requirement applies equally to other agreements with, and to
commitments and loans similar to
<PAGE>   20
                                                                              17


the transactions contemplated by this Agreement to, all other corporate
borrowers situated in the United States of America, then the Borrower shall pay
to such Lender amounts sufficient to compensate such Lender, in light of such
circumstances, to the extent that such Lender reasonably and equitably
determines such increase in required capital over the capital of such Lender in
place on the date hereof to be allocable to this Agreement, to the Commitment of
such Lender (or the unused portion thereof), or to any Loans made by such Lender
hereunder, it being understood that in no event shall the cost allocable, and/or
amount charged, to the Borrower under this paragraph (c) exceed the cost
allocable, and/or amount charged, with respect to any similar agreement between
such Lender and any other corporate borrower located in the United States, in
each instance determined ratably with respect to the relative transactional
amounts. Each Lender represents that, to its best knowledge on the date hereof
it would not be required to increase its capital or to otherwise incur any
increased capital costs in respect of this Agreement under existing laws, rules,
regulations, directives or guidelines (whether or not currently in effect) of
any Governmental Body.

            (d) A certificate of a Lender setting forth such amount or amounts
as shall be necessary to compensate such Lender as specified in paragraph (c)
above shall be delivered to the Borrower (with a copy to the Administrative
Agent) and shall be conclusive absent manifest error. The Borrower shall pay
each Lender the amount shown as due on any such certificate delivered by it
within 10 days after the receipt of the same. No Lender shall be entitled to any
compensation for any additional costs under this Section 2.10 requested by such
Lender unless such Lender shall have notified the Borrower that it will request
compensation for such additional costs not more than 30 days after the date such
additional costs were first incurred.

            (e) The Borrower may at any time following its receipt from any
Lender of a notice of the occurrence or prospective occurrence of any imposition
of or increase in the Eurocurrency Reserve Requirement, the CD Reserve
Requirement, the Assessment Rate or capital requirements or costs of such Lender
terminate the Commitment of such Lender and repay any outstanding Loans of such
Lender (together with all accrued interest, if any) on the effective date of
such termination, which repayments, if any, shall be without premium, penalty or
other cost of any kind and shall not be subject to the requirements of Sections
2.12 and 2.16.

            SECTION 2.11. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in any law or regulation or in the
interpretation thereof by any Governmental Body charged with the administration
or interpretation thereof shall make it unlawful for any Lender to make or
maintain any Eurocurrency Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurocurrency Loan, then, by written or
telecopy notice to the Borrower and to the Administrative Agent, such Lender
may:

      (i) declare that Eurocurrency Loans will not thereafter be made by such
      Lender hereunder, whereupon any request by the Borrower for a Eurocurrency
      Borrowing shall, as to such Lender only, be without effect and void unless
      such declaration shall be subsequently withdrawn; and

      (ii) require (if required by law to do so) that all outstanding
      Eurocurrency Loans made by it be (A) in the case of Tranche A Loans,
      converted to CD Loans, in which event all such Eurocurrency Loans shall be
      automatically converted to CD Loans with an Interest Period selected by
      the Borrower as of the effective date of such notice as provided in
      paragraph (b) below, and (B) in the case of Tranche B Loans, converted to
      Loans on such terms, and bearing interest at such rate, as shall be agreed
      upon by the Borrower and such Lender pursuant to a good faith negotiation
      and as shall avoid such illegality or, if no such agreement shall be
      reached, repaid, in which event all such Eurocurrency Loans shall be so
      converted or shall become due and payable, as the case may be.

In the event any Lender shall exercise its rights under (ii) above, all payments
and prepayments of principal which would otherwise have been applied to repay
the Eurocurrency Loans that
<PAGE>   21
                                                                              18


would have been made by such Lender or the converted Eurocurrency Loans of such
Lender shall instead be applied to repay the Loans of such Lender resulting from
the conversion of such Eurocurrency Loans. The Borrower may in any event prepay
any Loan resulting from the conversion of any Eurocurrency Loan under this
Section within five Business Days after such conversion.

            (b) For purposes of this Section 2.11, a notice to the Borrower by
any Lender shall be effective as to each Eurocurrency Loan, if lawful, on the
last day of the Interest Period currently applicable to such Eurocurrency Loan;
in all other cases such notice shall be effective on the date of receipt by the
Borrower.

            (c) In the event that any Lender shall give Borrower any notice
contemplated by, or exercise its rights under, this Section the Borrower may at
any time repay any outstanding Loans of such Lender (together with all accrued
interest, if any), which repayment, if any, shall be without premium, penalty or
other cost of any kind and shall not be subject to the requirements of Sections
2.12 and 2.16.

            SECTION 2.12. Pro Rata Treatment. Except as required or permitted
under Section 2.09, 2.10, 2.11, 2.14, 2.15, 9.05 or 9.14, each Borrowing, each
payment or prepayment of principal of any Borrowing and each payment of interest
on the Loans of either Class shall be allocated pro rata among the Lenders in
accordance with their respective Commitments of such Class (or, if the
Commitments of such Class shall have expired or been terminated, in accordance
with the respective principal amounts of their outstanding Loans of such Class).
Each Lender agrees that in computing such Lender's portion of any Borrowing to
be made hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing to the next higher or lower whole dollar
amount.

            SECTION 2.13. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or other amounts) hereunder
not later than 3:00 p.m., Local Time, on the date when due, in immediately
available funds, (i) in the case of any payment relating to a Tranche A Loan, in
Dollars to the Administrative Agent at its offices at 270 Park Avenue, New York,
New York 10017, and (ii) in the case of any payment relating to a Tranche B
Loan, in Euros to the London Agent at its offices at Trinity Tower, 9 Thomas
More Street, London, England E19YT. Any payment required to be made to the
Lenders shall be deemed made when made to the Applicable Agent and shall,
insofar as the obligations of the Borrower are concerned, be deemed to have been
received by the Lenders at the time of receipt by the Applicable Agent (which
shall promptly forward such payment to the Lenders). In the event the Lenders
shall receive payments in an amount less than the amounts at the time due
hereunder, the amounts received shall be applied first against the principal of
Loans, second against accrued interest, third against amounts due under Section
2.10 or 2.14, and fourth against any other amounts due hereunder.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or any other amounts) hereunder shall become due, or otherwise would
occur, on a day that is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall in the case of a
payment of principal be included in the computation of interest.

            SECTION 2.14. Taxes. (a) All payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes,
and if the Borrower shall be required to deduct any Indemnified Taxes from any
such payment, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Applicable Agent or the
applicable Lender, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and
<PAGE>   22
                                                                              19


(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Body in accordance with applicable law.

            (b) The Borrower shall indemnify each Agent and Lender for the full
amount of any Indemnified Taxes paid by such Agent or Lender on or with respect
to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section). A certificate as to the amount of such payment or
liability setting forth in reasonable detail the circumstances giving rise
thereto delivered to the Borrower by an Agent or Lender shall be conclusive
absent manifest error.

            (c) As soon as practicable after any payment of Indemnified Taxes by
the Borrower to a Governmental Body, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Body evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.

            (d) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the United States of America or the United
Kingdom, or any treaty to which either such jurisdiction is a party, with
respect to payments made to it under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.

            (e) Each Lender, on the date it becomes a Lender hereunder, will
designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for (i) in the case of a Tranche A Lender, any
withholding tax that is imposed by the United States of America (or any
political subdivision thereof) on payments to it by the Borrower from an office
within such jurisdiction, or (ii) in the case of a Tranche B Lender, any
withholding tax that is imposed by the United Kingdom (or any political
subdivision thereof) on payments to it by the Borrower from an office within
such jurisdiction.

            (f) Each Lender represents and warrants unto, and covenants and
agrees with, the Borrower that (i) such Lender is presently exempt from United
States Federal withholding tax (including backup withholding, as such term is
defined in the Code), and from any other withholding tax, assessment, charge or
other Taxes (other than Excluded Taxes) imposed by any Governmental Body, on any
amount payable to it under this Agreement, and has heretofore delivered to the
Borrower such evidence as may be required by law to claim or substantiate any
such exemption (stating the provisions of law and/or treaty under which such
exemption is claimed); (ii) such Lender will notify the Borrower promptly, so
long as any amount is due under the Agreement, upon its becoming aware of the
occurrence or of any prospective occurrence of any event which would result in
any such withholding tax exemption not being available to such Lender; and (iii)
such Lender will indemnify and hold the Borrower harmless from and against any
loss, cost or liability incurred by a Governmental Body or incurred in defense
of any claim by a Governmental Body, including all reasonable out-of-pocket
expenses the Borrower may incur as a direct result of its reliance on the
foregoing representations, or the failure of such Lender to give prompt notice
of any event resulting in any said withholding tax exemption not being available
to such Lender.

            (g) In no event shall the Borrower have any obligation to "gross up"
amounts due under this Agreement in respect of Excluded Taxes.

            (h) The representations, warranties and agreements contained in this
Section 2.14 shall survive the termination of this Agreement and the payment in
full of the Loans.
<PAGE>   23
                                                                              20


            SECTION 2.15. Assignment of Interests. The Borrower shall have the
right (in addition to its rights pursuant to Sections 2.10, 2.11, 2.14 and
9.05), at its own expense, at any time upon notice to any Lender and the
Administrative Agent, to require such Lender to transfer and assign without
recourse all its interests, rights and obligations under this Agreement to
another financial institution reasonably acceptable to the Administrative Agent
which shall assume such obligations; provided that (x) no such assignment shall
conflict with any law, rule or regulation or order of any Governmental Body
applicable to such affected Lender and (y) the Borrower or the assignee, as the
case may be, shall pay to the affected Lender in immediately available funds on
the effective date of such termination or assignment the principal of and
interest accrued to the date of payment on the Loans made by it hereunder then
outstanding and any amounts which Borrower had theretofore been notified were
accruing in respect of such Loans under Section 2.10, which payments shall not
be subject to the provisions of Section 2.09.

            SECTION 2.16. Breakage. In the event any payment or prepayment is
made in respect of any Loan, other than (A) any ABR Loan and (B) any Loan the
prepayment, payment or transfer of which is made by Borrower pursuant to its
right to prepay, repay or require the transfer of such Loan under Sections 2.10,
2.11, 2.14 or 9.05 or upon the Lender's exercise of its option pursuant to
Section 9.14, and such payment or prepayment is made on other than the last day
of the current Interest Period of such Loan, the Borrower shall pay to such
Lender, promptly upon the written request of such Lender (which request shall be
accompanied by a certificate as described below), such amount as shall be
necessary to reimburse such Lender for the loss, if any, reasonably incurred by
such Lender as a result of such payment, prepayment or transfer arising from
inability due to general market conditions to recover the cost of deposits or
other funds acquired by such Lender to fund such Loan, in the liquidation of
such deposits or other funds so acquired (or from the reemployment thereof if
such reemployment would result in less of a funding loss to such Lender);
provided, that any such funding loss shall not in any event exceed the cost
incurred by such Lender to obtain such deposit or other funds, minus the fair
market value thereof realizable by such Lender in the liquidation thereof. Such
Lender shall use reasonable efforts to avoid or minimize any such loss. Such
Lender's claim, if any, shall be accompanied by a certificate setting forth in
reasonable detail (including the calculations made in determining) the reason
for and the amount of such loss, which certificate shall be conclusive in the
absence of manifest error. Prepayments of ABR Borrowings shall be without
penalty, premium or other cost of any kind.


ARTICLE III.  REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to each of the Lenders that:

            (a) The Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Ohio.

            (b) The execution, delivery and performance of this Agreement by the
      Borrower are within the Borrower's corporate powers, have been duly
      authorized by all necessary corporate action, will not violate any
      provision of any existing law or regulation or order or decree of any
      court or Governmental Body or of the Amended Articles of Incorporation or
      Code of Regulations of the Borrower, as each is amended to date, or of the
      unwaived terms of any mortgage, indenture, agreement or other instrument
      to which the Borrower is a party or which is binding upon it or its
      assets, and will not result in the creation or imposition of any security
      interest, lien, charge or encumbrance on any of its assets pursuant to the
      provisions of any of the foregoing.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any Governmental Body or court is required to be made
      or effected by the Borrower for the due execution and delivery of this
      Agreement by the Borrower and for
<PAGE>   24
                                                                              21


      the performance by the Borrower of the obligations on its part to be
      performed under this Agreement.

            (d) This Agreement constitutes the legal, valid and binding
      obligation of the Borrower enforceable against the Borrower in accordance
      with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors' rights
      generally and subject, as to enforceability, to general principles of
      equity (regardless of whether enforcement is sought in a proceeding in
      equity or at law).

            (e) The Consolidated Financial Statements of the Borrower and its
      Subsidiaries present fairly, in all material respects, the financial
      position of the Borrower and its Consolidated Subsidiaries at December 31,
      2000 and 1999 and the Consolidated results of their operations and their
      Consolidated cash flows for each of the three years in the period ended
      December 31, 2000, in conformity with generally accepted accounting
      principles.

            (f) The Borrower is not an "investment company", or a company
      "controlled" by an "investment company", within the meaning of the
      Investment Company Act of 1940, as amended.

            (g) Neither the Borrower nor any Subsidiary is a "holding company",
      or a "subsidiary company" of a "holding company", within the meaning of
      the Public Utility Holding Company Act of 1935, as amended.

            (h) The Borrower is not engaged principally, or as one of its
      important activities, in the business of extending credit for the purpose
      of purchasing or carrying margin stock, within the meaning of Regulation U
      of the Board.

            (i) Except for the legal proceedings identified or referred to on
      Schedule III (with respect to which Borrower makes no representation on
      warranty), there is no pending or, to the knowledge of the Borrower,
      threatened action or proceeding affecting the Borrower or any of its
      Subsidiaries before any court, Governmental Body or arbitrator, which
      could reasonably be expected to have a material adverse effect on the
      business, assets or condition of the Borrower and the Subsidiaries.


ARTICLE IV.  CONDITIONS OF LENDING

            The obligation of each Lender to make Loans hereunder on the
Borrowing Date is subject to the satisfaction of the following conditions:

            (a) On the Borrowing Date, the Administrative Agent shall have
      received the following (in the case of (i), (ii), (iii) and (iv), each
      dated the Borrowing Date):

                  (i) an opinion of the General Counsel, an Associate General
            Counsel or an Assistant General Counsel of the Borrower addressed to
            the Lenders and the Administrative Agent in substantially the form
            of Exhibit B hereto;

                  (ii)  a certified copy of the resolutions of the Board
            of Directors of the Borrower authorizing the execution and
            delivery of this Agreement;

                  (iii)  a certificate of the Secretary or an Assistant
            Secretary of the Borrower certifying the names and true
            signatures of the Authorized Officers;
<PAGE>   25
                                                                              22


                  (iv)  a certificate signed by an Authorized Officer,
            confirming compliance with conditions set forth in paragraphs
            (b) and (c) of this Section; and

                  (v)  a notice of such Borrowings as required by Section
            2.03.

            (b) The representations and warranties set forth in Article III
      hereof shall be true and correct in all material respects on and as of the
      Borrowing Date with the same effect as though made on and as of such date,
      and as of the Borrowing Date there shall not have occurred any material
      adverse change since December 31, 2000, in the business, assets or
      condition of the Borrower and its Subsidiaries, taken as a whole.

            (c) No event shall have occurred and be continuing on and as of the
      Borrowing Date, or would result from the Borrowings on the Borrowing Date
      or from (and after giving effect to) the application of the proceeds of
      such Borrowings, which constitutes an Event of Default.

The Borrowings on the Borrowing Date shall be deemed to constitute a
representation and warranty by the Borrower on the Borrowing Date as to the
matters specified in paragraphs (b) and (c) of this Article IV.


ARTICLE V.  AFFIRMATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the
Administrative Agent that, so long as the principal of or interest on any Loan
by such Lender shall be unpaid, unless the Majority Lenders shall otherwise
consent in writing, the Borrower will:

            (a) Interest Coverage Ratio. Maintain, at each fiscal quarter end of
      the Borrower set forth below, a ratio of Consolidated Operating Income for
      the Annual Period then ended to Consolidated Interest Expense for such
      Annual Period of not less than the ratio set forth below opposite such
      fiscal quarter:

<TABLE>
<CAPTION>
            Fiscal Quarter End                  Minimum Ratio
            ------------------                  -------------

<S>         <C>                                 <C>
            March 31, 2001                      2.60 to 1.00
            June 30, 2001                       2.60 to 1.00
            September 30, 2001                  2.75 to 1.00
            Each Fiscal Quarter End thereafter  3.50 to 1.00
</TABLE>

            (b) Net Worth. Maintain, as at the end of each fiscal quarter of the
      Borrower, Consolidated Net Worth at an amount not less than $3,800,000,000
      plus 50% of the aggregate Net Income of the Borrower and the Subsidiaries
      for each fiscal quarter of the Borrower ended after December 31, 2000,
      excluding any such fiscal quarter for which Net Income shall have been
      negative.

            (c) Reporting Requirements. Furnish to the Administrative Agent,
      together with sufficient number of copies for each of the Lenders:

            (i) as soon as available and in any event not later than 60 days
      after the end of each of the first three quarters of each fiscal year of
      the Borrower, a conformed copy of the Borrower's Quarterly Report on Form
      10-Q for such quarter as filed with the Securities and Exchange
      Commission, together with (1) a Schedule of Compliance, signed by an
      Authorized Officer, setting forth computations used by the Borrower in
      determining compliance with the covenants contained in paragraphs (a) and
      (b) of this Article V and in paragraphs (a) and (b) of Article VI and (2)
      a certificate of an
<PAGE>   26
                                                                              23


      Authorized Officer stating that no Event of Default has occurred and is
      continuing or, if an Event of Default has occurred and is continuing, a
      statement as to the nature thereof and the action which the Borrower has
      taken and proposes to take with respect thereto; and

            (ii) as soon as available and in any event not later than 120 days
      after the end of each fiscal year of the Borrower, a conformed copy of the
      Borrower's Annual Report on Form 10-K for such year as filed with the
      Securities and Exchange Commission, together with (1) a Schedule of
      Compliance, signed by an Authorized Officer, setting forth computations
      used by the Borrower in determining compliance with the covenants
      contained in paragraphs (a) and (b) of Article V, and in paragraphs (a)
      and (b) of Article VI, and (2) a certificate of an Authorized Officer
      stating that no Event of Default has occurred and is continuing or, if an
      Event of Default has occurred and is continuing, a statement as to the
      nature thereof and the action which the Borrower has taken and proposes to
      take with respect thereto; and

            (iii) as soon as practicable and in any event within ten Business
      Days after any Authorized Officer of the Borrower obtains actual knowledge
      of the occurrence of any Event of Default, a statement of an Authorized
      Officer setting forth details of such Event of Default and the action
      which the Borrower has taken and proposes to take with respect thereto;
      and

            (iv) promptly after the filing thereof, copies of all reports (in
      addition to Forms 10-K and 10-Q) filed by the Borrower with the Securities
      and Exchange Commission (other than annual reports on Form 11-K) pursuant
      to the Exchange Act; and

            (v) such other publicly available information relating to the
      financial condition or business operations of the Borrower as the
      Administrative Agent or any Lender may from time to time reasonably
      request.

            (d)  Preservation of Corporate Existence.  Preserve and
maintain its corporate existence; provided, that the Borrower may merge or
transfer its assets in a transaction permitted by paragraph (c) of Article
VI.

            (e) Pari Passu with Certain Existing Credit Agreements. Ensure that
the Lenders remain pari passu with the lenders under the Borrower's 364-Day
Revolving Credit Agreement dated as of August 15, 2000, as amended, and the
lenders under the Borrower's Five-Year Revolving Credit Agreement, dated as of
August 15, 2000, as amended.

ARTICLE VI.  NEGATIVE COVENANTS

            The Borrower covenants and agrees with each Lender and the
Administrative Agent that, so long as the Commitment of such Lender shall remain
in effect or the principal of or interest on any Loan by such Lender shall be
unpaid, unless the Majority Lenders shall otherwise consent in writing, the
Borrower will not:

            (a) Limitation on Liens. Issue, assume or guarantee, or permit any
Subsidiary to issue, assume or guarantee, Debt if such Debt is secured by a Lien
upon any Manufacturing Facility without providing (concurrently with the
issuance, assumption or guarantee of any such
<PAGE>   27
                                                                              24


      Debt) that the Loans shall be secured equally and ratably with such Debt;
      provided, however, that the foregoing restriction shall not apply to:
<PAGE>   28
                                                                              25


            (i)  any Lien on property if such Lien is in existence at the
      time of the acquisition of such property by the Borrower or a
      Subsidiary;

            (ii) any Lien on property to secure the payment of all or any part
      of the purchase price of such property or to secure any Debt incurred
      (prior to, at the time of, or within 360 days after, the acquisition by
      the Borrower or a Subsidiary of such property) for the purpose of, or in
      connection with, financing all or any part of the purchase price thereof;

            (iii) any Lien on property of a corporation or other entity if such
      Lien was in existence prior to the time such corporation is merged into or
      consolidated with the Borrower or a Subsidiary or prior to the time of a
      sale, lease or other disposition of the properties of an entity as an
      entirety or substantially as an entirety to the Borrower or a Subsidiary;

            (iv) any Lien on property in favor of the United States of America,
      any State thereof, or any department, agency or instrumentality or
      political subdivision of the United States of America or any State
      thereof, in favor of any other country or any political subdivision
      thereof, or in favor of any other Governmental Body, to secure partial,
      progress, advance or other payments, or performance of any other
      obligations, pursuant to any contract or statute or to secure any
      indebtedness incurred for the purpose of financing all or any part of the
      purchase price or the cost of construction of the property subject to such
      Lien; or

            (v) any extension, renewal or replacement (or successive extensions,
      renewals or replacements), in whole or in part, of any Lien referred to in
      the foregoing clauses (i) to (iv), inclusive; provided, however, that the
      principal amount of Debt secured thereby shall not exceed the principal
      amount of Debt so secured at the time of such extension, renewal or
      replacement, and that such extension, renewal, or replacement Lien shall
      be limited to all or a part of the property which secured the Lien so
      extended, renewed or replaced (plus improvements on such property).

            Notwithstanding the foregoing, (A) the Borrower or any Subsidiary
may issue, assume or guarantee Debt secured by a Lien on a Manufacturing
Facility of the Borrower which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with the aggregate principal
amount of all other such Debt of the Borrower and the Subsidiaries secured by
Liens on Manufacturing Facilities of the Borrower outstanding at the time of
such issuance, assumption or guarantee (but excluding Debt permitted by the
foregoing clauses (i) to (v), inclusive), does not at such time exceed fifteen
percent (15%) of the Consolidated Net Worth of the Borrower as at the end of the
then most recently completed fiscal year of the Borrower, and (B) the Borrower
or any Subsidiary may issue, assume or guarantee Debt secured by a Lien on a
Manufacturing Facility of any Subsidiary which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with the aggregate
principal amount of all other such Debt of the Borrower and the Subsidiaries
secured by Liens on Manufacturing Facilities of Subsidiaries outstanding at the
time of such issuance, assumption or guarantee (but excluding Debt permitted by
the foregoing clauses (i) to (v), inclusive), does not at such time exceed
fifteen percent (15%) of the Consolidated Net Worth of the Borrower as at the
end of the then most recently completed fiscal year of the Borrower.

            (b) Limitation on Debt. Issue, incur, assume or guarantee, or permit
any Subsidiary to issue, incur, assume or guarantee, any Debt if, immediately
after giving effect to the issuance, incurrence, assumption or guarantee of such
Debt and after giving effect to the receipt and application of any and all
proceeds thereof, the aggregate principal amount of the Consolidated Debt of the
Borrower and the Subsidiaries would, at the end of any fiscal quarter of the
Borrower, exceed the sum of (x) $5,000,000,000 plus (y) the Supplemental Amount,
if any, at such date. For the purpose of this paragraph (b), if any such Debt is
payable in a currency other than Dollars and all or any portion of the principal
amount of such Debt is hedged into
<PAGE>   29
                                                                              26


Dollars, then the principal amount thereof, or such portion thereof, shall be
the amount of Dollars specified in, or determined pursuant to, the applicable
hedging contract.

            (c) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, or acquire all or substantially all of the
assets of, any Person; except that (i) any Subsidiary may merge into or transfer
assets to or obtain assets from the Borrower, and (ii) the Borrower may merge
with or acquire all or substantially all of the assets of any Person, provided
in any such case that, immediately after giving effect to such proposed
transaction, no Event of Default would exist and, in the case of any such merger
to which the Borrower is a party, the Borrower is the surviving corporation.

            (d) ERISA Liabilities. Create or suffer to exist, as at the end of
any fiscal quarter of Borrower, any ERISA Liabilities of the Borrower in an
aggregate amount in excess of $750,000,000.

            (e) Negative Pledges. Enter into, or permit any Subsidiary organized
under the laws of the United States of America or any state, territory or
possession thereof to enter into, any covenant or agreement that limits the
ability of the Borrower or such Subsidiary to pledge its accounts receivable or
inventory or proceeds thereof to secure Debt.


ARTICLE VII.  EVENTS OF DEFAULT

            So long as any Commitment shall be in effect or any amount of the
principal of or accrued interest on any Borrowing shall be unpaid, in case of
the occurrence and continuance of any of the following events ("Events of
Default"):

            (a) The Borrower shall fail to pay the principal of any Loan when
      due, and such failure shall remain unremedied for more than two Business
      Days after the earlier of (i) the day on which an Authorized Officer first
      obtains actual knowledge of such failure or (ii) written notice of such
      failure shall have been given to the Borrower by the Administrative Agent
      or any Lender; or

            (b) The Borrower shall fail to pay interest on any Loan when due,
      and such failure shall remain unremedied for more than five Business Days
      after the earlier of (i) the day on which an Authorized Officer first
      obtains actual knowledge of such failure or (ii) written notice of such
      failure shall have been given to the Borrower by the Administrative Agent
      or any Lender; or

            (c) Any representation or warranty made by the Borrower in this
      Agreement or by the Borrower (or any of its Authorized Officers) in any
      certificate delivered pursuant to this Agreement, or deemed to have been
      made pursuant to and in accordance with Article IV of this Agreement,
      shall prove to have been incorrect in any material respect when made;
      provided, that if any such representation or warranty is capable of being
      rendered true and correct in all material respects, such event shall not
      constitute an Event of Default unless such incorrect representation or
      warranty is not rendered true and correct in all material respects within
      thirty days after the earlier of (i) the day on which an Authorized
      Officer first obtains actual knowledge of such event or (ii) the day
      written notice thereof shall have been given to the Borrower by the
      Administrative Agent or any Lender; or

            (d) The Borrower shall fail to perform or observe any covenant or
      agreement set forth in paragraph (a) or (b) of Article V or in paragraph
      (b) of Article VI; or
<PAGE>   30
                                                                              27


            (e) The Borrower shall fail to perform or observe any other covenant
      or agreement set forth in this Agreement on its part to be performed or
      observed and such failure shall remain unremedied for more than thirty
      days after the earlier of (i) the day on which an Authorized Officer first
      obtains actual knowledge of such failure or (ii) written notice thereof
      shall have been given to the Borrower by the Administrative Agent or any
      Lender; or

            (f) The Borrower shall fail to pay any principal of Funded Debt of
      the Borrower which is then outstanding in a principal amount in excess of
      $25,000,000 at the scheduled maturity thereof, such failure shall continue
      after the applicable grace period, if any, specified in the agreement or
      instrument relating to such Funded Debt, and such Funded Debt is not paid
      within ten Business Days after the earlier of (i) the day on which an
      Authorized Officer first obtains actual knowledge of such failure or (ii)
      written notice of such failure shall have been given to the Borrower by
      the holder or holders of such Funded Debt; or Funded Debt of the Borrower
      which is then outstanding in a principal amount in excess of $25,000,000
      shall become due and payable prior to the scheduled maturity thereof as a
      result of the lawful acceleration thereof due to the occurrence of an
      event of default thereunder and such Funded Debt is not paid, or such
      acceleration thereof is not rescinded or annulled, within ten Business
      Days following such lawful acceleration thereof; or

            (g)  The Borrower shall sell or otherwise dispose of all or
      substantially all of its assets; or

            (h) The Borrower shall generally not pay its debts as such debts
      become due, or shall admit in writing its inability to pay its debts
      generally, or shall make a general assignment for the benefit of
      creditors; or any proceeding shall be instituted by or against the
      Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking
      liquidation, winding up, reorganization, arrangement, adjustment,
      protection, relief or composition of it or its debts under any law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or seeking the entry of an order for relief or the appointment of a
      receiver, trustee, or other similar official for it or for any substantial
      part of its property, and, if instituted against the Borrower, is
      consented to by it or remains undismissed or unstayed for a period of 90
      consecutive days; or the Borrower shall take any corporate action to
      authorize any of the actions set forth above in this clause (h);

then, and in every such event (other than the entry of an order for relief with
respect to the Borrower as a bankrupt under the Federal Bankruptcy Code), and at
any time thereafter during the continuance of such event, the Administrative
Agent, at the request of the Required Lenders, shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times
declare the Loans then outstanding to be forthwith due and payable in whole or
in part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all other liabilities of the Borrower
accrued hereunder, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein to the contrary
notwithstanding; provided, that in the event of the entry of an order for relief
with respect to Borrower as a bankrupt under the Federal Bankruptcy Code, the
principal of the Loans then outstanding, together with accrued interest thereon
and any and all other liabilities of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein to the contrary notwithstanding.


ARTICLE VIII.  THE AGENTS
<PAGE>   31
                                                                              28


            In order to expedite the transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative
Agent, and Chase Manhattan International Limited is hereby appointed to act as
London Agent, on behalf of the Lenders. Each of the Lenders hereby irrevocably
authorizes each Agent to take such actions on behalf of such Lender and to
exercise such powers as are specifically delegated to such Agent by the terms
and provisions hereof, together with such actions and powers as are reasonably
incidental thereto. The Agents are hereby expressly authorized by the Lenders,
without hereby limiting any implied authority, to receive on behalf of the
Lenders all payments of principal of and interest on the Loans and all other
amounts due to the Lenders hereunder, and promptly to distribute to each Lender
its proper share of each payment so received. The Administrative Agent is hereby
expressly authorized by the Lenders, without hereby limiting any implied
authority, (a) to give notice on behalf of each of the Lenders to the Borrower
of any Event of Default specified in this Agreement of which the Administrative
Agent has actual knowledge acquired in connection with its agency hereunder; and
(b) to distribute to each Lender copies of all notices, financial statements and
other materials delivered by the Borrower pursuant to this Agreement as received
by the Administrative Agent.

            Neither Agent, and none of their directors, officers, employees or
agents, shall be liable to any Lender as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower of any of the terms, conditions (except delivery to the Administrative
Agent of the items required by Article IV to be delivered to it), covenants or
agreements contained in this Agreement. The Agents shall not be responsible to
the Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or other instruments or agreements. The Agents
shall in all cases be fully protected in acting, or refraining from acting, in
accordance with written instructions signed by the Required Lenders and, except
as otherwise specifically provided herein, such instructions and any action or
inaction pursuant thereto shall be binding on all the Lenders. The Agents shall,
in the absence of knowledge to the contrary, be entitled to rely on any
instrument or document believed by them in good faith to be genuine and correct
and to have been signed or sent by the proper Person or Persons. Neither Agent,
and none of their directors, officers, employees or agents, shall have any
responsibility to the Borrower on account of the failure of or delay in
performance or breach by any Lender of any of its obligations hereunder or to
any Lender on account of the failure of or delay in performance or breach by any
other Lender or the Borrower of any of their respective obligations hereunder or
in connection herewith. The Agents may execute any and all duties hereunder by
or through agents or employees and shall be entitled to rely upon the advice of
legal counsel selected by them with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by them in
accordance with the advice of such counsel.

            The Lenders hereby acknowledge that the Agents shall be under no
duty to take any discretionary action permitted to be taken by them pursuant to
the provisions of this Agreement unless they shall be requested in writing to do
so by the Required Lenders.

            Subject to the appointment and acceptance of a successor
Administrative Agent or London Agent, as the case may be, as provided below,
either Agent may resign at any time by notifying the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint
a successor. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may, on
behalf of the Lenders, appoint a successor Agent which shall be a bank with an
office in New York, New York, or London, as the case may be, having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent and the retiring Agent shall be discharged from its duties and
obligations
<PAGE>   32
                                                                              29


hereunder. After an Agent's resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as Agent.

            With respect to the Loans made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not the Administrative Agent, and each Agent may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower as
if it were not an Agent.

            Each Lender agrees (i) to reimburse each Agent, on demand, in the
amount of its pro rata share (based on its Commitment, or, after the Commitments
shall have expired or been terminated, the amount of its outstanding Loans,
hereunder) of any expenses incurred for the benefit of the Lenders by such
Agent, including reasonable counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, which shall not
have been reimbursed by the Borrower and (ii) to indemnify and hold harmless
each Agent and any of its directors, officers, employees or agents, on demand,
in the amount of such pro rata share, from and against any and all liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against it in its capacity as Agent or any
of them in any way relating to or arising out of this Agreement or any action
taken or omitted by it or any of them under this Agreement, to the extent the
same shall not have been reimbursed by the Borrower; provided that no Lender
shall be liable to an Agent or any other indemnitee for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or wilful
misconduct of such Agent or any of its directors, officers, employees or agents.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

            Notwithstanding any other provision herein, each Lender acknowledges
that the Agents are not acting as an agents of the Borrower and that the
Borrower will not be responsible for any acts or failures to act on the part of
the Agents.


ARTICLE IX.  MISCELLANEOUS

            SECTION 9.01. Notices. Except as otherwise expressly provided
herein, notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, priority mail,
mailed by certified or registered mail or sent by telecopy, as follows:

            (a) if to the Borrower, to it at 1144 East Market Street,
      Akron, Ohio 44316-0001, Attention of the Treasurer (Telecopy No.
      330-796-1021 or 330-796-8836);

            (b) if to the Administrative Agent, to The Chase Manhattan Bank,
      Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
      York, New York 10081, Attention of Janet Belden (Telecopy No.
      212-552-5658), with a copy to The Chase Manhattan Bank, 270 Park Avenue,
      New York, New York 10017, Attention of Julie Long (Telecopy No.
      212-270-5127);
<PAGE>   33
                                                                              30


            (c)  if to the London Agent, to it at Chase Manhattan
      International Limited, Trinity Tower, 9 Thomas More Street, London,
      England E19YT Attention of Loans Agency Division (Telecopy No.
      011-44-171-777-2360); with a copy to the Administrative Agent as
      provided in paragraph (b) above; and

            (d) if to a Lender, to it at its address (or telecopy number)
      set forth in Schedule 2.01.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy (as evidenced by machine transmission report), or on the date five
Business Days after dispatch by certified or registered mail, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.01 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 9.01.

            SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and shall survive the making by the Lenders of the Loans, regardless of
any investigation made by the Lenders or on their behalf, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement is outstanding
and unpaid and so long as the Commitments have not been terminated.

            SECTION 9.03. Binding Effect; Successors and Assigns. (a) This
Agreement shall become effective when it shall have been executed by the
Borrower and the Agents and when the Administrative Agent shall have received
copies hereof which, when taken together, bear the signatures of each Lender,
and thereafter shall be binding upon and inure to the benefit of the Borrower,
the Agents and each Lender and their respective successors and assigns, except
that (i) the Borrower shall not have the right to assign its rights hereunder or
any interest herein or to delegate any of its duties hereunder without the prior
written consent of all the Lenders and (ii) no Lender shall have the right to
assign or participate its rights hereunder or any interest herein or to delegate
any of its duties hereunder without the prior written consent of the Borrower
and giving a written notice (also signed by the Borrower) to the Administrative
Agent.

            (b) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include any successors and permitted
assigns of such party; and all covenants, promises and agreements by or on
behalf of the Borrower, the Agents or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
permitted assigns.

            (c) Notwithstanding the limitations set forth in this Section 9.03,
any Lender may at any time assign all or any portion of its rights under this
Agreement to a Federal Reserve Bank without the prior written consent of the
Borrower or the Administrative Agent; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
Bank for such Lender as a party hereto. In order to facilitate such an
assignment to a Federal Reserve Bank, the Borrower shall, at the request of the
assigning Lender, duly execute and deliver to the assigning Lender a promissory
note or notes in the form of Exhibit D hereto evidencing the Loans made to the
Borrower by the assigning Lender hereunder.

            SECTION 9.04.  APPLICABLE LAW.  THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
<PAGE>   34

                                                                              31


            SECTION 9.05. Waivers; Amendment. (a) No failure or delay of any
Agent or Lender in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power or preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Agents and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies
provided by law. No waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Majority Lenders; provided, however, that
no such agreement shall (i) amend, modify or otherwise affect the rights or
duties of either Agent hereunder without the prior written consent of such
Agent, (ii) decrease the principal amount of, or extend the maturity of or any
scheduled principal payment date or date for the payment of any interest on any
Loan, or waive or excuse any such payment or any part thereof, or decrease the
rate of interest on any Loan, without the prior written consent of each Lender
affected thereby, (iii) change or extend the Commitment of any Lender without
the prior written consent of such Lender, or (iv) amend or modify the provisions
of Section 2.12, the provisions of this Section 9.05(b) or the definition of
"Majority Lenders" or "Required Lenders", without the prior written consent of
each Lender; provided that the provisions referred to in the preceding clauses
(ii), (iii) and (iv) may be amended by the Majority Lenders; but any Lender
which declines to approve any such amendment shall have the right at any time,
on 10 Business Days' notice to the Borrower, to terminate its Commitment and
require the Borrower to pay the principal of and interest on its outstanding
Loans, and the amount of the principal and interest so paid shall be determined
without giving effect to such amendment. All prepayments made pursuant to this
Section 9.05(b) shall be without premium, penalty or other cost of any kind and
shall not be subject to the requirements of Sections 2.12 and 2.16.

            SECTION 9.06. Expenses; Indemnity. (a) The Borrower agrees to pay
(i) all reasonable out-of-pocket expenses incurred by the Agents and their
affiliates, including the reasonable fees, charges and disbursements of counsel
for the Agents, in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of this Agreement or any
amendments, modifications or waivers (requested by or for the benefit of the
Borrower) of the provisions hereof, and (ii) all reasonable out-of-pocket
expenses incurred by the Agents or any Lender in connection with the enforcement
of its rights under this Agreement.

            (b) The Borrower agrees to indemnify the Agents, the Lenders, their
affiliates, and the respective directors, officers, employees and agents of such
persons (each such person being called an "Indemnitee") against, and to hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel fees and expenses, arising
out of any claim, litigation, investigation or proceeding relating to (i) the
execution or delivery of this Agreement or the consummation of the transactions
contemplated hereby or (ii) the use by the Borrower of the proceeds of the
Loans; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses have resulted from the gross negligence or willful misconduct
of such Indemnitee or from the breach of any obligations of such Indemnitee set
forth in this Agreement.

            SECTION 9.07. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges which are treated as interest under applicable law
(collectively the "Charges"), as provided for herein, or otherwise contracted
for, charged, taken,
<PAGE>   35
                                                                              32


received or reserved by any Lender, shall exceed the maximum lawful rate (the
"Maximum Rate") which may be contracted for, charged, taken, received or
reserved by such Lender in accordance with applicable law, the rate of interest
payable hereunder to such Lender, together with all Charges payable to such
Lender, shall be limited to the Maximum Rate.

            SECTION 9.08. Entire Agreement. This Agreement constitutes the
entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement. Nothing in this Agreement, expressed or
implied, is intended to confer upon any party other than the parties hereto any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

            SECTION 9.09. Information; Access and Confidentiality. So long as
any Commitments shall be in effect or any Loans shall remain unpaid: (i) the
Lenders, acting through their officers and other duly designated employees,
shall have the right to discuss the affairs, finances and accounts of the
Borrower and the Subsidiaries with senior financial officers and employees of
the Borrower at such reasonable times and intervals as the Lenders shall
reasonably request; and (ii) the Borrower will make available to the Lenders
such other information relating to the financial condition or business
operations of the Borrower and the Subsidiaries as the Lenders shall from time
to time reasonably request. Notwithstanding anything herein to the contrary, in
no event shall the Borrower be required to furnish to the Lenders any
information pursuant to this Section if the Borrower shall reasonably determine
that the furnishing of such requested information would be in violation of any
applicable law, regulation or order of any Governmental Body or if such
information relates to the Borrower's strategic planning, research, development,
testing, manufacturing or marketing activities and the furnishing thereof would,
in the sole judgment of the Borrower reasonably exercised, adversely affect the
competitive position of the Borrower. Each Lender agrees that all such
information provided to such Lender (or any officer or employee of such Lender)
is confidential and proprietary to the Borrower and that such Lender will not
disclose (other than to the directors, officers and employees of such Lender who
require such information in connection with such Lender's administration of this
Agreement and who have been directed to treat such information as confidential
and proprietary to the Borrower and other than to bank examiners with
jurisdiction over such Lender who request such information) any such information
(excluding information which becomes (i) generally available to the public other
than as a result of the disclosure thereof by such Lender or its representatives
or (ii) available to such Lender on a non-confidential basis from a source other
than the Borrower or the Subsidiaries or any of their respective directors,
officers, employees, agents or representatives, provided such source is not
known to such Lender to be bound by a confidentiality agreement with the
Borrower), except to the extent such Lender is, in the opinion of legal counsel
to such Lender, required by law to disclose such information and then only after
such Lender shall have given the Borrower at least five (5) days' prior written
notice of such required disclosure or, if such prior notice period is not
available to such Lender under applicable law, such shorter notice period, if
any, as shall in fact be available to such Lender under applicable law.

            SECTION 9.10. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the legal and economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

            SECTION 9.11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.
<PAGE>   36
                                                                              33


            SECTION 9.12. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 9.13. Jurisdiction; Consent to Service of Process. (a) Each
party to this Agreement irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, 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
related hereto, 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. Nothing in this Agreement shall affect
any right that any party may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.

            (b) Each party to this Agreement 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 New
York State or Federal court. 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.

            (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 9.14. Stamp Taxes. The Borrower agrees to pay, and to save
each Agent and each Lender harmless from all liability for, any stamp, transfer,
documentary or similar taxes, assessments or charges (herein "Stamp Taxes"), and
any penalties or interest with respect thereto, which may be assessed, levied,
collected or imposed, or otherwise become payable, in connection with the
execution and delivery of this Agreement. Each Agent and each Lender represent
and warrant unto the Borrower that, at the date of this Agreement, there are not
Stamp Taxes in effect which are applicable to this Agreement or any Loans which
may be made hereunder and each Agent and each Lender agrees that it will
promptly notify the Borrower upon becoming aware of the imposition or
prospective imposition of any Stamp Taxes in respect of this Agreement or any
Loan made pursuant to this Agreement. The obligations of the Borrower, each
Agent and each Lender under this Section 9.13 shall survive the payment of the
Loans.

            SECTION 9.15. Change of Control Option. (a) In the event there shall
occur any Change of Control (as defined below) each Lender shall have the right,
at its option exercisable at any time within six months following the Change
Date (as defined below), to require the Borrower to purchase the Loans of such
Lender on the Purchase Date (as defined below) at a purchase price which shall
be equal to the sum of (i) the principal amount of such Loans then outstanding,
plus (ii) any and all accrued and unpaid interest on such Loans to the Purchase
Date (the "Purchase Price").

            (b) The Borrower shall give the Lenders, through the Administrative
Agent, written notice of the occurrence of a Change of Control within five
Business Days following the Change Date. No failure of the Borrower to give
notice of a Change of Control shall limit the right of any Lender to require the
purchase of its Loans pursuant to this Section.

            (c) Any Lender may exercise its right to require the purchase of its
Loans under this Section by delivering to the Borrower at any time within six
months after the Change Date written notice thereof, specifying the Purchase
Date. The Commitment of any Lender exercising its right to require the purchase
of its Loans under this Section shall automatically terminate
<PAGE>   37
                                                                              34


immediately upon the Borrower's receipt of such Lender's written notice of such
exercise of its option in accordance with this Section.

            (d) In the event of the exercise by any Lender of its option under
this Section in the manner provided herein, the Borrower shall pay or cause to
be paid to such Lender on the Purchase Date the Purchase Price (determined in
accordance with paragraph (a) above) in immediately available funds. No exercise
of the option granted in this Section shall be subject to the requirements of
Sections 2.12 and 2.16.

            (e)  As used in this Section, the term:

            (1) "Change Date" means the date on which any Change of Control
      shall be deemed to have occurred; provided, that, if the Borrower shall
      fail to give timely notice of the occurrence of a Change of Control to the
      Lenders as provided in paragraph (b) above, for the purpose of determining
      the duration of the Lenders' rights to require prepayment under this
      Section, "Change Date" shall mean the earlier of (i) the date on which
      notice of a Change of Control is duly given by the Borrower to the
      Administrative Agent or (ii) with respect to any Lender, the date on which
      such Lender obtains actual knowledge of the Change of Control.

            (2) "Change of Control" means when, and shall be deemed to have
      occurred at such time as, a "person" or "group" (within the meaning of
      Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial
      owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50%
      of the then outstanding Voting Stock of the Borrower; provided, that fifty
      percent shall become 70% with respect to any "employee benefit plan" (as
      defined in Section 3(3) of ERISA) maintained by the Borrower or any
      Subsidiary or any trust or funding vehicle maintained for or pursuant to
      such "employee benefit plan".

            (3) "Purchase Date" means, with respect to any Lender, the date on
      which the Borrower shall purchase the Loans of such Lender pursuant to the
      exercise by such Lender of its option under this Section, pursuant to a
      notice given to the Borrower in accordance with paragraph (c) of this
      Section, which date shall be a Business Day not less than 90 nor more than
      120 days after the date such Lender gives the Borrower written notice of
      such exercise.

            (4) "Voting Stock" means capital stock of the Borrower of any class
      or classes (however designated) the holders of which are ordinarily, in
      the absence of contingencies, entitled to vote for the election of the
      Board of Directors of the Borrower, it being understood that, at the date
      hereof, the Common Stock, without par value, of the Borrower is the only
      outstanding class of capital stock of the Borrower which constitutes
      "Voting Stock".
<PAGE>   38
                                                                              35
            IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have
      caused this Agreement to be duly executed by their respective authorized
      officers as of the day and year first above written.


                                    THE GOODYEAR TIRE & RUBBER COMPANY,

                                       by
                                          /s/   Stephanie W Bergeron
                                          --------------------------------------
                                          Name: Stephanie W Bergeron
                                          Title:Vice President and Treasurer


                                    THE CHASE MANHATTAN BANK, individually
                                    and as Administrative Agent,

                                       by
                                          /s/   Julie Long
                                          --------------------------------------
                                          Name: Julie Long
                                          Title:Vice President


                                    CHASE MANHATTAN INTERNATIONAL LIMITED,
                                    as London Agent,

                                       by
                                          /s/   Steve Clarke
                                          --------------------------------------
                                          Name: Steve Clarke
                                          Title:Vice President

                                       by
                                          /s/   Julie Warrant
                                          --------------------------------------
                                          Name: Julie Warrant
                                          Title:
<PAGE>   39
                                                                              36
                                    BNP PARIBAS ,

                                       by
                                          /s/   Richard L. Sted
                                          --------------------------------------
                                          Name: Richard L. Sted
                                          Title:Managing Director

                                       by
                                          /s/   Frederick H. Moryl, Jr.
                                          --------------------------------------
                                          Name: Frederick H. Moryl, Jr.
                                          Title:Director


                                    COMMERZBANK AG
                                    New York and Grand Cayman Branches ,

                                       by
                                          /s/   Mark Monson
                                          --------------------------------------
                                          Name: Mark Monson
                                          Title:Vice President

                                       by
                                          /s/   Graham A. Warning
                                          --------------------------------------
                                          Name: Graham A. Warning
                                          Title:Assistant Treasurer


                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED ,

                                       by
                                          /s/   Walter R. Wolff
                                          --------------------------------------
                                          Name: Walter R. Wolff
                                          Title:Joint General Manager


                                    THE SUMITOMO BANK, LIMITED ,

                                       by
                                          /s/   Edward D. Henderson, Jr.
                                          --------------------------------------
                                          Name: Edward D. Henderson, Jr.
                                          Title:Senior Vice President


                                    BANCA COMMERCIALE ITALIANA
                                    NEW YORK BRANCH,

                                       by
                                          /s/   Jack Dickerhof
                                          --------------------------------------
                                          Name: Jack Dickerhof
                                          Title:Vice President

                                       by
                                          /s/   Guido La Via
                                          --------------------------------------
                                          Name: Guido La Via
                                          Title:Vice President
<PAGE>   40
                                                                              37


                                    BANCA NAZIONALE DEL LAVORO S.p.A
                                    NEW YORK BRANCH,

                                       by
                                          /s/   Guilio Giovine
                                          --------------------------------------
                                          Name: Guilio Giovine
                                          Title:Vice President

                                       by
                                          /s/   Leonardo Valentini
                                          --------------------------------------
                                          Name: Leonardo Valentini
                                          Title:First Vice President


                                    BANK OF AMERICA,

                                       by
                                          /s/   Matthew J. Reilly
                                          --------------------------------------
                                          Name: Matthew J. Reilly
                                          Title:Vice President


                                    CITICORP USA, INC.,

                                       by
                                          /s/   Brian Ike
                                          --------------------------------------
                                          Name: Brian Ike
                                          Title:Vice President


                                    CREDIT SUISSE FIRST BOSTON,

                                       by
                                          /s/   Kristin Lepri
                                          --------------------------------------
                                          Name: Kristin Lepri
                                          Title:Associate

                                       by
                                          /s/   James P. Moran
                                          --------------------------------------
                                          Name: James P. Moran
                                          Title:Director


                                    DEUTSCHE BANK AG
                                    New York Branch and/or Cayman Islands
                                    Branch,

                                       by
                                          /s/   Oliver Schwarz
                                          --------------------------------------
                                          Name: Oliver Schwarz
                                          Title:Vice President

                                       by
                                          /s/   Stephan Peetzen
                                          --------------------------------------
                                          Name: Stephan Peetzen
                                          Title:Director
<PAGE>   41
                                                                              38


                                    FIRST UNION NATIONAL BANK,

                                       by
                                          /s/   Barbara Gell Carroll
                                          --------------------------------------
                                          Name: Barbara Gell Carroll
                                          Title:Senior Vice President


                                    BAYERISCHE HYPO- UND VEREINSBANK AG
                                    New York Branch,

                                       by
                                          /s/   Steven Atwell
                                          --------------------------------------
                                          Name: Steven Atwell
                                          Title:Director

                                       by
                                          /s/   Shannon Batchman
                                          --------------------------------------
                                          Name: Shannon Batchman
                                          Title:Director


                                    KBC BANK N.V.,

                                       by
                                          /s/   Robert Snauffer
                                          --------------------------------------
                                          Name: Robert Snauffer
                                          Title:First Vice President

                                       by
                                          /s/   Eric Raskin
                                          --------------------------------------
                                          Name: Eric Raskin
                                          Title:Assistant Vice President


                                    SOCIETE GENERALE,

                                       by
                                          /s/   Anne-Marie Dumortier
                                          --------------------------------------
                                          Name: Anne-Marie Dumortier
                                          Title:Vice President


                                    CIBC, INC.,

                                       by
                                          /s/   Dominic J. Sorresso
                                          --------------------------------------
                                          Name: Dominic J. Sorresso
                                          Title:Executive Director
                                                CIBC World Markets, Corp.
                                                As Agent
<PAGE>   42
                                                                              39


                                    CREDIT LYONNAIS CHICAGO BRANCH,

                                       by
                                          /s/   Lee E. Greve
                                          --------------------------------------
                                          Name: Lee E. Greve
                                          Title:First Vice President


                                    DRESDNER BANK AG NEW YORK AND GRAND
                                    CAYMAN BRANCHES,

                                       by
                                          /s/   Tom Hasenauer
                                          --------------------------------------
                                          Name: Tom Hasenauer
                                          Title:Assistant Treasurer

                                       by
                                          /s/   Faraaz Karnran
                                          --------------------------------------
                                          Name: Faraaz Karnran
                                          Title:Assistant Vice President

                                    NATEXIS BANQUES POPULAIRES,

                                       by
                                          /s/   Pieter J. van Tulder
                                          --------------------------------------
                                          Name: Pieter J. van Tulder
                                          Title:Vice President and Manager
                                                Multinational Group

                                       by
                                          /s/   Nicolas Regent
                                          --------------------------------------
                                          Name: Nicolas Regent
                                          Title:Vice President
                                                Multinational Group


                                    THE BANK OF EAST ASIA, LIMITED
                                    NEW YORK BRANCH,

                                       by
                                          /s/   Jay F. Chen
                                          --------------------------------------
                                          Name: Jay F. Chen
                                          Title:Acting Head of Credit

                                       by
                                          /s/   Peng-Wah Tang
                                          --------------------------------------
                                          Name: Peng-Wah Tang
                                          Title:General Manager
<PAGE>   43
                                                                              40


                                    THE BANK OF NEW YORK,

                                       by
                                          /s/   John M. Lokay, Jr.
                                          --------------------------------------
                                          Name: John M. Lokay, Jr.
                                          Title:Vice President


                                    BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                                       by
                                          /s/   Paresh Shah
                                          --------------------------------------
                                          Name: Paresh Shah
                                          Title:AVP


                                    FIFTH THIRD BANK,

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


                                    THE NORTHERN TRUST COMPANY,

                                       by
                                          /s/   Craig Smith
                                          --------------------------------------
                                          Name: Craig Smith
                                          Title:Vice President


                                    ROYAL BANK OF CANADA,

                                       by
                                          /s/   Gordon C. MacArthur
                                          --------------------------------------
                                          Name: Gordon C. MacArthur
                                          Title:Senior Manager


                                    IKB CAPITAL CORPORATION,

                                       by
                                          /s/   David Snyder
                                          --------------------------------------
                                          Name: David Snyder
                                          Title:President


                                    KEYBANK NATIONAL ASSOCIATION,

                                       by
                                          /s/   Daniel W. Lally
                                          --------------------------------------
                                          Name: Daniel W. Lally
                                          Title:Assistant Vice President