<PAGE>   1
                                                                  EXHIBIT 10.8



                                                                  EXECUTION COPY




                               U.S. $130,000,000


                                CREDIT AGREEMENT

                          Dated as of August 16, 1994

                                     Among

                                THE GEON COMPANY

                                  as Borrower

                                      and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                      and

                                 CITIBANK, N.A.

                            as Administrative Agent

                                      and

                      NATIONSBANK OF NORTH CAROLINA, N.A.

                                  as Co-Agent
<PAGE>   2
                               TABLE OF CONTENTS


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01. Certain Defined Terms ..............................      1
      SECTION 1.02. Computation of Time Periods ........................     15
      SECTION 1.03. Accounting Terms ...................................     15

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

      SECTION 2.01. The Revolving Credit Advances ......................     15
      SECTION 2.02. Making the Revolving Credit Advances ...............     16
      SECTION 2.03. The Competitive Bid Advances .......................     18
      SECTION 2.04. Fees ...............................................     22
      SECTION 2.05. Termination or Reduction of the Commitments ........     22
      SECTION 2.06. Repayment of Revolving Credit Advances .............     23
      SECTION 2.07. Interest on Revolving Credit Advances ..............     23
      SECTION 2.08. Interest Rate Determination ........................     24
      SECTION 2.09. Optional Conversion of Revolving Credit Advances ...     25
      SECTION 2.10. Optional Prepayments of Revolving Credit Advances...     26
      SECTION 2.11. Increased Costs ....................................     26
      SECTION 2.12. Illegality .........................................     27
      SECTION 2.13. Payments and Computations ..........................     27
      SECTION 2.14. Taxes ..............................................     28
      SECTION 2.15. Sharing of Payments, Etc. ..........................     30
      SECTION 2.16. Use of Proceeds ....................................     31

                                  ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

      SECTION 3.01. Conditions Precedent to Effectiveness of Sections
       2.01 and 2.03 ...................................................     31
<PAGE>   3
                                       ii


      SECTION 3.02. Conditions Precedent to Each Revolving Credit
       Borrowing .....................................................     33
      SECTION 3.03. Conditions Precedent to Each Competitive Bid
       Borrowing .....................................................     33
      SECTION 3.04. Determinations Under Section 3.01 ................     34

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. Representations and Warranties of the Borrower ...     34

                                   ARTICLE V

                           COVENANTS OF THE BORROWER

      SECTION 5.01. Affirmative Covenants ............................     37
      SECTION 5.02. Negative Covenants ...............................     41
      SECTION 5.03. Financial Covenants ..............................     43

                                   ARTICLE VI

                               EVENTS OF DEFAULT

      SECTION 6.01. Events of Default ................................     43

                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

      SECTION 7.01. Authorization and Action .........................     46
      SECTION 7.02. Administrative Agent's Reliance, Etc.  ...........     46
      SECTION 7.03. Citibank and Affiliates ..........................     47
      SECTION 7.04. Lender Credit Decision ...........................     47
      SECTION 7.05. Indemnification ..................................     47
      SECTION 7.06. Successor Administrative Agent ...................     48
<PAGE>   4
                                      iii


      SECTION 7.07. Co-Agent .........................................     48

                                  ARTICLE VIII

                                 MISCELLANEOUS

      SECTION 8.01. Amendments, Etc. .................................     49
      SECTION 8.02. Notices, Etc. ....................................     49
      SECTION 8.03. No Waiver; Remedies ..............................     50
      SECTION 8.04. Costs and Expenses ...............................     50
      SECTION 8.05. Right of Set-off .................................     52
      SECTION 8.06. Binding Effect ...................................     52
      SECTION 8.07. Assignments and Participations ...................     52
      SECTION 8.08. Confidentiality ..................................     55
      SECTION 8.09. Governing Law ....................................     56
      SECTION 8.10. Execution in Counterparts ........................     56
      SECTION 8.11. Jurisdiction, Etc. ...............................     56
      SECTION 8.12. Waiver of Jury Trial .............................     56

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 3.01(b) - Disclosed Litigation

Schedule 5.02(a) - Existing Liens


Exhibits

Exhibit A-1 - Form of Revolving Credit Note

Exhibit A-2 - Form of Competitive Bid Note

Exhibit B-1 - Form of Notice of Revolving Credit Borrowing

Exhibit B-2 - Form of Notice of Competitive Bid Borrowing

Exhibit C.  - Form of Assignment and Acceptance

Exhibit D.  - Form of Opinion of Counsel for the Borrower
<PAGE>   5
                                CREDIT AGREEMENT

                          Dated as of August 16, 1994

            THE GEON COMPANY, a Delaware corporation (the "Borrower"), the
banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"),
as administrative agent (the "Administrative Agent") for the Lenders (as
hereinafter defined), and NATIONSBANK OF NORTH CAROLINA, N.A., as co-agent (the
"Co-Agent"), agree as follows:


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "Administrative Agent's Account" means the account of the
      Administrative Agent maintained by the Administrative Agent at Citibank
      with its office at 399 Park Avenue, New York, New York 10043, Account
      No.3685 2248, Attention: NAIB Agency/MTF Reference: Geon

            "Advance" means a Revolving Credit Advance or a Competitive Bid
      Advance.

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 5% or, if such
      Person is the Borrower, 15%, or more of the Voting Stock of such Person or
      to direct or cause the direction of the management and policies of such
      Person, whether through the ownership of Voting Stock, by contract or
      otherwise.

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's Domestic Lending Office in the case of a Base Rate Advance and
      such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
      Advance and, in the case of a Competitive Bid Advance, the office of such
      Lender notified by such Lender to the Administrative Agent as its
      Applicable Lending Office with respect to such Competitive Bid Advance.

            "Applicable Margin" means (i) as of any date during the period from
      the Effective Date until the later of the first anniversary of the
      Effective Date and the date upon which the Borrower obtains a Public Debt
      Rating, a percentage per annum determined by reference to the Performance
      Level of the Borrower on such date and the Usage on such date as set forth
      below:
<PAGE>   6
                                       2

    Performance Level               Usage             Applicable Margin
                                                               for
                                                         Eurodollar Rate
                                                            Advances

      Level I              less than or equal to 50%         0.375%
                                    greater than 50%         0.50%
      Level II             less than or equal to 50%         0.625%
                                    greater than 50%         0.75%


and (ii) after the later of the first anniversary of the Effective Date and the
date upon which the Borrower obtains a Public Debt Rating, as of any date, a
percentage per annum determined by reference to the Public Debt Rating in effect
on such date and the Usage on such date as set forth below:


<TABLE>
<CAPTION>

      Public Debt Rating                                Applicable Margin for
         S&P/Moody's/                                      Eurodollar Rate
        Duff & Phelps            Usage                         Advances
      ------------------   -------------------------    ----------------------
     <S>                  <C>                           <C> 
        Level 1            less than or equal to 50%            0.125%
        A-/A3/A-           greater than 50%                     0.250%

        Level 2            less than or equal to 50%            0.225%
        BBB+/Baa1/BBB+     greater than 50%                     0.325%
       
        Level 3            less than or equal to 50%            0.300%
        BBB/Baa2/BBB       greater than 50%                     0.425%

        Level 4            less than or equal to 50%            0.375%
        BBB-/Baa3/BBB-     greater than 50%                     0.500%

        Level 5            less than or equal to 50%            0.625%
        BB+/Ba1/BB+        greater than 50%                     0.750%

        Level 6            less than or equal to 50%            0.625%
        BB/Ba2/BB          greater than 50%                     0.750%

</TABLE>

<PAGE>   7
                                       3


            "Applicable Percentage" means (i) as of any date from the date
      hereof until the later of the first anniversary of the Effective Date and
      the date upon which the Borrower obtains a Public Debt Rating, a
      percentage per annum determined by reference to the Performance Level of
      the Borrower on such date as set forth below:

              Performance Level    Applicable Percentage

          Level I                          0.250%

          Level II                         0.375%


      and (ii) as of any date after the later of the first anniversary of the
      Effective Date and the date upon which the Borrower obtains a Public Debt
      Rating, a percentage per annum determined by reference to the Public Debt
      Rating in effect on such date as set forth below:

      Public Debt Rating      Applicable
      S&P/MoodY's/Duff &      Percentage
             Phelps

      Level 1                   0.125%
      A-/A3/A-

      Level 2                   0.15%
      BBB+/Baal/BBB+

      Level 3                   0.20%
      BBB/Baa2/BBB

      Level4                    0.25%
      BBB-/Baa3/BBB-

      Level 5                   0.375%
      BB+/Ba1/BB+

      Level 6                   0.50%
      BB/Ba2/BB


            "Assignment and Acceptance" means an assignment and acceptance
      entered into by a Lender and an Eligible Assignee, and accepted by the
      Administrative Agent, in substantially the form of Exhibit C hereto.
<PAGE>   8
                                       4


            "Base Rate" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      highest of:

                  (a) the rate of interest announced publicly by Citibank in New
      York, New York, from time to time, as Citibank's base rate;

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there
      is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1%
      per annum, plus (ii) the rate obtained by dividing (A) the latest
      three-week moving average of secondary market morning offering rates in
      the United States for three-month certificates of deposit of major United
      States money market banks, such three-week moving average (adjusted to the
      basis of a year of 360 days) being determined weekly on each Monday (or,
      if such day is not a Business Day, on the next succeeding Business Day)
      for the three-week period ending on the previous Friday by Citibank on the
      basis of such rates reported by certificate of deposit dealers to and
      published by the Federal Reserve Bank of New York or, if such publication
      shall be suspended or terminated, on the basis of quotations for such
      rates received by Citibank from three New York certificate of deposit
      dealers of recognized standing selected by Citibank, by (B) a percentage
      equal to 100% minus the average of the daily percentages specified during
      such three-week period by the Board of Governors of the Federal Reserve
      System (or any successor) for determining the maximum reserve requirement
      (including, but not limited to, any emergency, supplemental or other
      marginal reserve requirement) for Citibank with respect to liabilities
      consisting of or including (among other liabilities) three-month U.S.
      dollar non-personal time deposits in the United States, plus (iii) the
      average during such three-week period of the annual assessment rates
      estimated by Citibank for determining the then current annual assessment
      payable by Citibank to the Federal Deposit Insurance Corporation (or any
      successor) for insuring U.S. dollar deposits of Citibank in the United
      States; and

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.

            "Base Rate Advance" means a Revolving Credit Advance that bears
      interest as provided in Section 2.07(a)(i).

            "Borrowed Debt" means Debt described in clauses (a) through (e) of
      the definition thereof plus obligations under the LaPorte Financing minus
      the obligations under the second catoxid reactor feedstock purchase and
      sale arrangement.

            "Borrowing" means a Revolving Credit Borrowing or a Competitive Bid
      Borrowing.
<PAGE>   9
                                       5


            "Business Day" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurodollar Rate Advances, on which
      dealings are carried on in the London interbank market.

            "Cash Interest Expense" means, for any fiscal period of the
      Borrower, interest expense on all Debt of the Borrower and its
      Subsidiaries, net of interest income, in accordance with GAAP and
      including, without limitation, to the extent not otherwise included in
      accordance with GAAP, (a) interest expense in respect of Debt resulting
      from Advances, (b) the interest component of obligations under leases that
      have or should have been or should be, in accordance with GAAP, recorded
      as capital leases, (c) commissions, discounts and other fees and charges
      payable in connection with letters of credit issued for the account of the
      Borrower or any of its Subsidiaries, (d) the net payment, if any, payable
      in connection with Hedge Agreements and (e) fees paid pursuant to Section
      2.04(a), but excluding, in each case, (w) any amounts accrued or payable
      in connection with the LaPorte Financing or the Receivables Financing, (x)
      amortization of original issue discount, (y) the interest portion of any
      deferred payment obligation and (z) other interest not payable in cash.

            "Commitment" has the meaning specified in Section 2.01.

            "Competitive Bid Advance" means an advance by a Lender to the
      Borrower as part of a Competitive Bid Borrowing resulting from the auction
      bidding procedure described in Section 2.03 and refers to a Fixed Rate
      Advance or a LIBO Rate Advance.

            "Competitive Bid Borrowing" means a borrowing consisting of
      simultaneous Competitive Bid Advances from each of the Lenders whose offer
      to make one or more Competitive Bid Advances as part of such borrowing has
      been accepted under the auction bidding procedure described in Section
      2.03.

            "Competitive Bid Note" means the promissory note of the Borrower
      payable to the order of the Administrative Agent for the benefit of each
      Lender making a Competitive Bid Advance, in substantially the Form of
      Exhibit A-2 hereto, evidencing the indebtedness of the Borrower to the
      Lenders resulting from Competitive Bid Advances made by the Lenders.

            "Competitive Bid Reduction" has the meaning specified in Section
      2.01.

            "Competitive Bid Register" has the meaning specified in Section
      2.03(a)(vi).

            "Confidential Information" means information that the Borrower
      furnishes to the Administrative Agent, the Co-Agent or any Lender in a
      writing designated as confidential
<PAGE>   10
                                       6


      or otherwise on a confidential basis if such information otherwise
      furnished is reduced to a writing designated as confidential within 30
      days of the initial disclosure thereof to the Administrative Agent, the
      Co-Agent or any Lender, but does not include any such information that is
      or becomes generally available to the public other than a result of a
      breach by any of the Administrative Agent, the Co-Agent or any Lender of
      its obligations hereunder or that is or becomes available to the
      Administrative Agent, the Co-Agent or such Lender from a source other than
      the Borrower or any consultant employed by the Administrative Agent to
      provide technical advice that is not, to the best of the Administrative
      Agent's, the Co-Agent's or such Lender's knowledge, acting in violation of
      a confidentiality agreement with the Borrower.

            "Consolidated" refers to the consolidation of accounts in accordance
      with GAAP.

            "Convert", "Conversion" and "Converted" each refers to a conversion
      of Revolving Credit Advances of one Type into Revolving Credit Advances of
      the other Type pursuant to Section 2.08 or 2.09.

            "Debt" of any Person means, without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all obligations of
      such Person for the deferred purchase price of property or services (other
      than trade payables not overdue by more than 60 days incurred in the
      ordinary course of such Person's business), (c) all obligations of such
      Person evidenced by notes, bonds, debentures or other similar instruments,
      (d) all obligations of such Person created or arising under any
      conditional sale or other title retention agreement with respect to
      property acquired by such Person (even though the rights and remedies of
      the seller or lender under such agreement in the event of default are
      limited to repossession or sale of such property), (e) all obligations of
      such Person as lessee under leases that have been or should be, in
      accordance with GAAP, recorded as capital leases, (f) all obligations,
      contingent or otherwise, of such Person in respect of acceptances, letters
      of credit or similar extensions of credit and (g) obligations under direct
      or indirect guaranties in respect of, and obligations (contingent or
      otherwise) to in effect guaranty any Debt of others of the kinds referred
      to in clauses (a) through (f) above through an agreement (1) to pay or
      purchase such Debt or to advance or supply funds for the payment or
      purchase of such Debt, (2) to supply funds to or in any other manner
      invest in the debtor (including any agreement to pay for property or
      services irrespective of whether such property is received or such
      services are rendered) primarily for the purpose of enabling the debtor to
      make payment of such Debt or to assure the holder of such Debt against
      loss or (3) otherwise to assure a creditor against loss; provided, that
      the term "Debt" shall not include obligations under the LaPorte Financing
      or the Receivables Financing.

            "Default" means any Event of Default or any event that would
      constitute an Event of Default but for the requirement that notice be
      given or time elapse or both.
<PAGE>   11
                                       7


            "Disclosed Litigation" has the meaning specified in Section 3.01(b).

            "Domestic Lending Office" means, with respect to any Lender, the
      office of such Lender specified as its "Domestic Lending Office" opposite
      its name on Schedule I hereto or in the Assignment and Acceptance pursuant
      to which it became a Lender, or such other office of such Lender as such
      Lender may from time to time specify to the Borrower and the
      Administrative Agent.

            "EBITDA" means, for any period, net income (or net loss) plus the
      sum of (a) interest expense, (b) income tax expense, (c) depreciation
      expense and (d) amortization expense, in each case determined in
      accordance with GAAP for such period.

            "Effective Date" has the meaning specified in Section 3.01.

            "Eligible Assignee" means (i) an Affiliate of a Lender; (ii) a
      Lender; (iii) a commercial bank organized under the laws of the United
      States, or any State thereof, and having total assets in excess of
      $5,000,000,000; (iv) a savings and loan association or savings bank
      organized under the laws of the United States, or any State thereof, and
      having total assets in excess of $3,000,000,000; (v) a commercial bank
      organized under the laws of any other country that is a member of the
      Organization for Economic Cooperation and Development or has concluded
      special lending arrangements with the International Monetary Fund
      associated with its General Arrangements to Borrow or of the Cayman
      Islands, or a political subdivision of any such country, and having total
      assets in excess of $5,000,000,000, so long as such bank is acting through
      a branch or agency located in the country in which it is organized or
      another country that is described in this clause (v); (vi) a finance
      company, insurance company or other financial institution or fund (whether
      a corporation, partnership, trust or other entity) that is engaged in
      making, purchasing or otherwise investing in commercial loans in the
      ordinary course of its business and having total assets in excess of
      $3,000,000,000; provided, however, that each Person described in clauses
      (ii) through (vi) shall be approved by the Administrative Agent (or, in
      the case of an assignment demanded by the Borrower of the rights and
      obligations of Citibank in its capacity as a Lender hereunder pursuant to
      Section 8.07(a), the Co-Agent) and the Borrower, such approval not to be
      unreasonably withheld or delayed; and (vii) any other Person approved by
      the Administrative Agent and the Borrower, such approval not to be
      unreasonably withheld or delayed; provided, further, however, that neither
      the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
      Assignee.

            "Environmental Action" means any administrative, regulatory or
      judicial action, suit, demand, demand letter, claim, notice of
      non-compliance or violation, notice of liability or potential liability,
      investigation, proceeding, consent order or consent agreement arising
      under any Environmental Law or Environmental Permit or relating to
<PAGE>   12
                                       8


      Hazardous Materials or arising from alleged injury or threat of injury to
      health, safety or the environment, including, without limitation, (a) by
      any governmental or regulatory authority for enforcement, cleanup,
      removal, response, remedial or other actions or damages and (b) by any
      governmental or regulatory authority or any third party for damages,
      contribution, indemnification, cost recovery, compensation or injunctive
      relief.

            "Environmental Law" means any federal, state, local or foreign
      statute, law, ordinance, rule, regulation, code, order, judgment, decree
      or judicial or agency interpretation, policy or guidance relating to the
      environment or Hazardous Materials.

            "Environmental Permit" means any permit, approval, identification
      number, license or other authorization required under any Environmental
      Law.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "ERISA Affiliate" means any Person that for purposes of Title IV of
      ERISA is a member of the Borrower's controlled group, or under common
      control with the Borrower, within the meaning of Section 414 of the
      Internal Revenue Code.

            "ERISA Event" means (a) the occurrence of a reportable event, within
      the meaning of Section 4043 of ERISA, with respect to any Plan unless the
      30-day notice requirement with respect to such event has been waived by
      the PBGC; (b) the application for a minimum funding waiver with respect
      to a Plan; (c) the provision by the administrator of any Plan of a notice
      of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
      (including any such notice with respect to a plan amendment referred to in
      Section 4041(e) of ERISA); (d) the cessation of operations at a facility
      of the Borrower or any of its ERISA Affiliates in the circumstances
      described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower
      or any of its ERISA Affiliates from a Multiple Employer Plan during a plan
      year for which it was a substantial employer, as defined in Section
      4001(a)(2) of ERISA; (f) the failure by the Borrower or any of its ERISA
      Affiliates to make a payment to a Plan if the conditions for the
      imposition of a lien under Section 302(f)(1) of ERISA are satisfied; (g)
      the adoption of an amendment to a Plan requiring the provision of security
      to such Plan, pursuant to Section 307 of ERISA; or (h) the institution by
      the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of
      ERISA, or the occurrence of any event or condition described in Section
      4042 of ERISA that could reasonably be expected to constitute grounds for
      the termination of, or the appointment of a trustee to administer, a Plan.

            "Eurocurrency Liabilities" has the meaning assigned to that term in
      Regulation D of the Board of Governors of the Federal Reserve System, as
      in effect from time to time.
<PAGE>   13
                                       9


            "Eurodollar Lending Office" means, with respect to any Lender, the
      office of such Lender specified as its "Eurodollar Lending Office"
      opposite its name on Schedule I hereto or in the Assignment and Acceptance
      pursuant to which it became a Lender (or, if no such office is specified,
      its Domestic Lending Office), or such other office of such Lender as such
      Lender may from time to time specify to the Borrower and the
      Administrative Agent.

            "Eurodollar Rate" means, for any Interest Period for each Eurodollar
      Rate Advance comprising part of the same Revolving Credit Borrowing, an
      interest rate per annum equal to the rate per annum obtained by dividing
      (a) the average (rounded upward to the nearest whole multiple of 1/16 of
      1% per annum, if such average is not such a multiple) of the rate per
      annum at which deposits in U.S. dollars are offered by the principal
      office of each of the Reference Banks in London, England to prime banks in
      the London interbank market at 11:00 A.M. (London time) two Business Days
      before the first day of such Interest Period in an amount substantially
      equal to such Reference Bank's Eurodollar Rate Advance comprising part of
      such Revolving Credit Borrowing to be outstanding during such Interest
      Period and for a period equal to such Interest Period by (b) a percentage
      equal to 100% minus the Eurodollar Rate Reserve Percentage for such
      Interest Period. The Eurodollar Rate for any Interest Period for each
      Eurodollar Rate Advance comprising part of the same Revolving Credit
      Borrowing shall be determined by the Administrative Agent on the basis of
      applicable rates furnished to and received by the Administrative Agent
      from the Reference Banks two Business Days before the first day of such
      Interest Period, subject, however, to the provisions of Section 2.08.

            "Eurodollar Rate Advance" means a Revolving Credit Advance that
      bears interest as provided in Section 2.07(a)(ii).

            "Eurodollar Rate Reserve Percentage" for any Interest Period for all
      Eurodollar Rate Advances comprising part of the same Borrowing means the
      reserve percentage applicable two Business Days before the first day of
      such Interest Period under regulations issued from time to time by the
      Board of Governors of the Federal Reserve System (or any successor) for
      determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve
      requirement) for a member bank of the Federal Reserve System in New York
      City with respect to liabilities or assets consisting of or including
      Eurocurrency Liabilities (or with respect to any other category of
      liabilities that includes deposits by reference to which the interest rate
      on Eurodollar Rate Advances is determined) having a term equal to such
      Interest Period .

            "Events of Default" has the meaning specified in Section 6.01.
<PAGE>   14
                                       10


            "Federal Funds Rate" means, for any period, a fluctuating interest
      rate per annum equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the
      next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day on such transactions received by
      the Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.

            "Fixed Rate Advances" has the meaning specified in Section
      2.03(a)(i).

            "GAAP" has the meaning specified in Section 1.03.

            "Hazardous Materials" means petroleum and petroleum products,
      byproducts or breakdown products, radioactive materials,
      asbestos-containing materials, radon gas and any other chemicals,
      materials or substances designated, classified or regulated as being
      "hazardous" or "toxic", or words of similar import, under any federal,
      state, local or foreign statute, law, ordinance, rule, regulation, code,
      order, judgment, decree or judicial or agency interpretation, policy or
      guidance.

            "Hedge Agreements" means interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other similar
      agreements.

            "Information Memorandum" means the information memorandum dated
      June, 1994 used by the Administrative Agent in connection with the
      syndication of the Commitments.

            "Insufficiency" means, with respect to any Plan, the amount, if any,
      of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
      ERISA.

            "Interest Coverage Ratio" means, with respect to any fiscal quarter,
      the ratio of EBITDA to Cash Interest Expense, in each case in the
      aggregate for the period of four consecutive fiscal quarters ended at the
      end of such fiscal quarter.

            "Interest Period" means, for each Eurodollar Rate Advance comprising
      part of the same Revolving Credit Borrowing, the period commencing on the
      date of such Eurodollar Rate Advance or the date of the Conversion of any
      Base Rate Advance into such Eurodollar Rate Advance and ending on the last
      day of the period selected by the Borrower pursuant to the provisions
      below and, thereafter, each subsequent period commencing on the last day
      of the immediately preceding Interest Period and ending on the last day of
      the period selected by the Borrower pursuant to the provisions below.
<PAGE>   15
                                       11


      The duration of each such Interest Period shall be one, two, three or six
      months, as the Borrower may, upon notice received by the Administrative
      Agent not later than 11:00 A.M. (New York City time) on the third Business
      Day prior to the first day of such Interest Period, select; provided,
      however, that:

                  (i) the Borrower may not select any Interest Period that ends
            after any principal repayment installment date unless, after giving
            effect to such selection, the aggregate principal amount of Base
            Rate Advances and of Eurodollar Rate Advances having Interest
            Periods that end on or prior to such principal repayment installment
            date shall be at least equal to the aggregate principal amount of
            Advances due and payable on or prior to such date;

                  (ii) Interest Periods commencing on the same date for
            Eurodollar Rate Advances comprising part of the same Revolving
            Credit Borrowing shall be of the same duration;

                  (iii) whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day, provided, however, that, if such extension
            would cause the last day of such Interest Period to occur in the
            next following calendar month, the last day of such Interest Period
            shall occur on the next preceding Business Day; and

                  (iv) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
            1986, as amended from time to time, and the regulations promulgated
            and rulings issued thereunder.

            "LaPorte Financing" means, collectively, the transactions
      contemplated by (i) the Participation Agreement dated as of August 16,
      1994 (the "Participation Agreement") among the Borrower, 1994 VCM Inc.,
      State Street Bank and Trust Company of Connecticut, National Association,
      as trustee, the financial institutions parties thereto and Citibank, N.A.,
      as agent, and (ii) the other Operative Documents (as defined in the
      Participation Agreement).

            "Lenders" means the Initial Lenders and each Person that shall
      become a party hereto pursuant to Section 8.07.
<PAGE>   16
                                       12


            "Level I" means, as of any date of determination, that the Borrower
      maintained for the last fiscal quarter for which financial statements have
      been delivered to the Administrative Agent (i) an Interest Coverage Ratio
      greater than or equal to 10.0:1.0 and (ii) a Leverage Percentage of less
      than or equal to 47.0%.

            "Level II" means, as of any date of determination, that the
      performance of the Borrower does not meet the requirements of Level I.

            "Leverage Percentage" means, for any fiscal period of the Borrower,
      the ratio (expressed as a percentage) computed by dividing (a)
      Consolidated Borrowed Debt by (b) the sum of Consolidated Borrowed Debt
      plus shareholder's equity of the Borrower.

            "LIBO Rate Advances" has the meaning specified in Section
      2.03(a)(i).

            "Lien" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and any easement, right of way or other encumbrance on
      title to real property.

            "Material Adverse Change" means any material adverse change in the
      business, condition (financial or otherwise), operations, performance or
      properties of the Borrower or the Borrower and its Subsidiaries taken as a
      whole.

            "Material Adverse Effect" means a material adverse effect on (a) the
      business, condition (financial or otherwise), operations, performance or
      properties of the Borrower or the Borrower and its Subsidiaries taken as a
      whole, (b) the rights and remedies of the Administrative Agent or any
      Lender under this Agreement or any Note or (c) the ability of the Borrower
      to perform its obligations under this Agreement or any Note.

            "Moody's" means Moody's Investors Service, Inc.

            "Multiemployer Plan" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which the Borrower or any of its ERISA
      Affiliates is making or accruing an obligation to make contributions, or
      has within any of the preceding five plan years made or accrued an
      obligation to make contributions.

            "Multiple Employer Plan" means a single employer plan, as defined in
      Section 4001(a)(l5) of ERISA, that (a) is maintained for employees of the
      Borrower or any of its ERISA Affiliates and at least one Person other than
      the Borrower and its ERISA Affiliates or (b) was so maintained and in
      respect of which the Borrower or any of its ERISA Affiliates could have
      liability under Section 4064 or 4069 of ERISA in the event such plan has
      been or were to be terminated.

<PAGE>   17
                                       13


            "Note" means a Revolving Credit Note or the Competitive Bid Note.

            "Notice of Competitive Bid Borrowing" has the meaning specified in
      Section 2.03(a).

            "Notice of Revolving Credit Borrowing" has the meaning specified in
      Section 2.02(a).

            "PBGC" means the Pension Benefit Guaranty Corporation.

            "Performance Level" means, as of any date, Level I or Level II, in
      each case determined by reference to the most recent financial statements
      delivered to the Administrative Agent pursuant to Section 5.01(i)(i) or
      (ii).

            "Person" means an individual, partnership, corporation (including a
      business trust), joint stock company, trust, unincorporated association,
      joint venture, limited liability company or other entity, or a government
      or any political subdivision or agency thereof.

            "Plan" means a Single Employer Plan or a Multiple Employer Plan.

            "Public Debt Rating" means, as of any date, the rating most recently
      announced by each of S&P, Moody's or Duff & Phelps, as the case may be,
      for any class of long-term senior unsecured debt issued by the Borrower.
      For purposes of the foregoing, (a) if only one of S&P, Moody's and Duff &
      Phelps shall have in effect a Public Debt Rating, the Applicable Margin
      and the Applicable Percentage shall be determined by reference to the
      available rating or, if only two ratings are then in effect, the lower
      rating; (b) if none of S&P, Moody's or Duff & Phelps shall have in effect
      a Public Debt Rating, the Applicable Margin and the Applicable Percentage
      will be set in accordance with clause (i) of the definition of "Applicable
      Margin" or "Applicable Percentage", as the case may be; (c) if the ratings
      established by S&P, Moody's and Duff & Phelps shall fall within different
      levels, the Applicable Margin and the Applicable Percentage shall be
      established by the rating remaining after disregarding the highest and the
      lowest of the three available ratings; (d) if any rating established by
      S&P, Moody's or Duff & Phelps shall be changed, such change shall be
      effective as of the date on which such change is first announced publicly
      by the rating agency making such change; and (e) if S&P, Moody's or Duff &
      Phelps shall change the basis on which ratings are established, each
      reference to the Public Debt Rating announced by S&P, Moody's or Duff &
      Phelps, as the case may be, shall refer to the then equivalent rating by
      S&P, Moody's or Duff & Phelps, as the case may be.
<PAGE>   18
                                       14


            "Receivables Financing" means, collectively, the transactions
      contemplated by (i) the Trade Receivables Purchase and Sale Agreement
      dated as of August 16, 1994 among the Borrower, Corporate Receivables
      Corporation and Citicorp North America, Inc., as Agent, and (ii) the
      Parallel Purchase Commitment dated as of August 16, 1994 among the
      Borrower, the banks named therein and Citicorp North America, Inc., as
      Agent.

            "Reference Banks" means Citibank, NationsBank of North Carolina,
      N.A. and NBD Bank, N.A.

            "Register" has the meaning specified in Section 8.07(d).

            "Required Lenders" means at any time Lenders owed at least 66-2/3%
      of the then aggregate unpaid principal amount of the Revolving Credit
      Advances owing to Lenders, or, if no such principal amount is then
      outstanding, Lenders having at least 66-2/3% of the Commitments.


            "Revolving Credit Advance" means an advance by a Lender to the
      Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
      Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of
      Revolving Credit Advance).

            "Revolving Credit Borrowing" means a borrowing consisting of
      simultaneous Revolving Credit Advances of the same Type made by each of
      the Lenders pursuant to Section 2.01.

            "Revolving Credit Note" means a promissory note of the Borrower
      payable to the order of any Lender, in substantially the form of Exhibit
      A-1 hereto, evidencing the aggregate indebtedness of the Borrower to such
      Lender resulting from the Revolving Credit Advances made by such Lender.

            "S&P" means Standard & Poor's Ratings Group.

            "Single Employer Plan" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
      Borrower or any of its ERISA Affiliates and no Person other than the
      Borrower and its ERISA Affiliates or (b) was so maintained and in respect
      of which the Borrower or any of its ERISA Affiliates could have liability
      under Section 4069 of ERISA in the event such plan has been or were to be
      terminated.

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital
<PAGE>   19
                                       15


      stock of any other class or classes of such corporation shall or might
      have voting power upon the occurrence of any contingency), (b) the
      interest in the capital or profits of such partnership or joint venture or
      (c) the beneficial interest in such trust or estate is at the time
      directly or indirectly owned or controlled by such Person, by such Person
      and one or more of its other Subsidiaries or by one or more of such
      Person's other Subsidiaries.

            "Termination Date" means the earlier of August 16, 1999 and the date
      of termination in whole of the Commitments pursuant to Section 2.05 or
      6.01.

            "Usage" means, as of any date of determination, the ratio (expressed
      as a percentage) computed by dividing the aggregate principal amount of
      Advances outstanding by the aggregate Commitments of the Lenders.

            "Voting Stock" means capital stock issued by a corporation, or
      equivalent interests in any other Person, the holders of which are
      ordinarily, in the absence of contingencies, entitled to vote for the
      election of directors (or persons performing similar functions) of such
      Person, even if the right so to vote has been suspended by the happening
      of such a contingency.

            "Withdrawal Liability" has the meaning specified in Part I of
      Subtitle E of Title IV of ERISA.

            SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

            SECTION 1.03. Accounting Terms . All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements dated as of December 31, 1993 ("GAAP").


                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01. The Revolving Credit Advances. Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate amount
not to exceed at any time outstanding the amount set forth opposite such
Lender's name on the signature pages hereof or, if such Lender has entered into
any Assignment and Acceptance, set forth for such Lender in the Register
<PAGE>   20
                                       16


maintained by the Administrative Agent pursuant to Section 8.07(d), as such
amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"),
provided that the aggregate amount of the Commitments of the Lenders shall be
deemed used from time to time to the extent of the aggregate amount of the
Competitive Bid Advances then outstanding and such deemed use of the aggregate
amount of the Commitments shall be allocated among the Lenders ratably according
to their respective Commitments (such deemed use of the aggregate amount of the
Commitments being a "Competitive Bid Reduction"). Each Revolving Credit
Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof (or, if less, an aggregate amount equal to the
amount by which the aggregate amount of a proposed Competitive Bid Borrowing
requested by the Borrower exceeds the aggregate amount of Competitive Bid
Advances offered to be made by the Lenders and accepted by the Borrower in
respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is
made on the same date as such Revolving Credit Borrowing) and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments. Within the limits of each
Lender's Commitment, the Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.10 and reborrow under this Section 2.01.

            SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances, or the first Business Day prior to the
date of the proposed Revolving Credit Borrowing in the case of a Revolving
Credit Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice thereof by
telecopier or telex. Each such notice of a Revolving Credit Borrowing (a "Notice
of Revolving Credit Borrowing") shall be by telecopier or telex, confirmed
immediately in writing, in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of an
Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such Revolving Credit Advance. Each Lender shall,
before 11:00 A.M. (New York City time) on the date of such Revolving Credit
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit Borrowing. After
the Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by depositing such funds into an
account of the Borrower maintained with the Administrative Agent at the
Administrative Agent's address referred to in Section 8.02 or to such other
account as the Borrower may from time to time direct.
<PAGE>   21
                                       17


            (b) Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate Advances for any
Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $10,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or
2.12.

            (c) Each Notice of Revolving Credit Borrowing shall be binding on
the Borrower. In the case of any Revolving Credit Borrowing that the related
Notice of Revolving Credit Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of any revocation of such Notice
of Revolving Credit Borrowing by the Borrower or any failure to fulfill on or
before the date specified in such Notice of Revolving Credit Borrowing for such
Revolving Credit Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (including loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Revolving Credit
Advance to be made by such Lender as part of such Revolving Credit Borrowing
when such Revolving Credit Advance, as a result of such revocation or failure,
is not made on such date.

            (d) Unless the Administrative Agent shall have received notice from
a Lender prior to the date of any Revolving Credit Borrowing that such Lender
will not make available to the Administrative Agent such Lender's ratable
portion of such Revolving Credit Borrowing, the Administrative Agent may assume
that such Lender has made such portion available to the Administrative Agent on
the date of such Revolving Credit Borrowing in accordance with subsection (a) of
this Section 2.02 and the Administrative 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 so made such ratable
portion available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Revolving Credit Advances comprising
such Revolving Credit Borrowing and (ii) in the case of such Lender, the Federal
Funds Rate. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's
Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes
of this Agreement.

            (e) The failure of any Lender to make the Revolving Credit Advance
to be made by it as part of any Revolving Credit Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Revolving Credit
Advance on the date of such Revolving Credit Borrowing, but no Lender shall be
responsible for the failure of any other
<PAGE>   22
                                       18


Lender to make the Revolving Credit Advance to be made by such other Lender on
the date of any Revolving Credit Borrowing.

            SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring seven days prior to the Termination
Date in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding
shall not exceed the aggregate amount of the Commitments of the Lenders
(computed without regard to any Competitive Bid Reduction).

            (i) The Borrower may request a Competitive Bid Borrowing under this
      Section 2.03 by delivering to the Administrative Agent, by telecopier or
      telex, confirmed immediately in writing, a notice of a Competitive Bid
      Borrowing (a "Notice of Competitive Bid Borrowing"), in substantially the
      form of Exhibit B-2 hereto, specifying therein (v) date of such proposed
      Competitive Bid Borrowing, (w) aggregate amount of such proposed
      Competitive Bid Borrowing, (x) the maturity date for repayment of each
      Competitive Bid Advance to be made as part of such Competitive Bid
      Borrowing (which maturity date may not be earlier than the date occurring
      seven days after the date of such Competitive Bid Borrowing or later than
      the Termination Date), (y) the interest payment date or dates relating
      thereto, and (z) any other terms to be applicable to such Competitive Bid
      Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one
      Business Day prior to the date of the proposed Competitive Bid Borrowing,
      if the Borrower shall specify in the Notice of Competitive Bid Borrowing
      that the rates of interest to be offered by the Lenders shall be fixed
      rates per annum (the Advances comprising any such Competitive Bid
      Borrowing being referred to herein as "Fixed Rate Advances") and (B) at
      least four Business Days prior to the date of the proposed Competitive Bid
      Borrowing, if the Borrower shall instead specify in the Notice of
      Competitive Bid Borrowing the basis to be used by the Lenders in
      determining the rates of interest to be offered by them (the Advances
      comprising such Competitive Bid Borrowing being referred to herein as
      "LIBO Rate Advances"). The Borrower may not select a maturity date for any
      Competitive Bid Borrowing which ends after any principal repayment
      installment date unless, after giving effect to such selection, the
      aggregate unpaid principal amount of Base Rate Advances and Advances
      having maturity dates on or prior to such principal repayment installment
      date shall be at least equal to the principal amount of Advances due and
      payable on and prior to such date. The Administrative Agent shall in turn
      promptly notify each Lender of each request for a Competitive Bid
      Borrowing received by it from the Borrower by sending such Lender a copy
      of the related Notice of Competitive Bid Borrowing.

            (ii) Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more Competitive Bid Advances to the
      Borrower as part of such
<PAGE>   23
                                       19


      proposed Competitive Bid Borrowing at a rate or rates of interest
      specified by such Lender in its sole discretion, by notifying the
      Administrative Agent (which shall give prompt notice thereof to the
      Borrower), before 10:00 A.M. (New York City time) on the date of such
      proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of Fixed Rate Advances and three Business Days before
      the date of such proposed Competitive Bid Borrowing, in the case of a
      Competitive Bid Borrowing consisting of LIBO Rate Advances, of the minimum
      amount and maximum amount of each Competitive Bid Advance which such
      Lender would be willing to make as part of such proposed Competitive Bid
      Borrowing (which amounts may, subject to the proviso to the first sentence
      of this Section 2.03(a), exceed such Lender's Commitment, if any), the
      rate or rates of interest therefor and such Lender's Applicable Lending
      Office with respect to such Competitive Bid Advance; provided that if the
      Administrative Agent in its capacity as a Lender shall, in its sole
      discretion, elect to make any such offer, it shall notify the Borrower of
      such offer before 9:00 A.M. (New York City time) on the date on which
      notice of such election is to be given to the Administrative Agent by the
      other Lenders. If any Lender shall elect not to make such an offer, such
      Lender shall so notify the Administrative Agent, before 10:00 A.M. (New
      York City time) on the date on which notice of such election is to be
      given to the Administrative Agent by the other Lenders, and such Lender
      shall not be obligated to, and shall not, make any Competitive Bid Advance
      as part of such Competitive Bid Borrowing; provided that the failure by
      any Lender to give such notice shall not cause such Lender to be obligated
      to make any Competitive Bid Advance as part of such proposed Competitive
      Bid Borrowing.

            (iii) The Borrower shall, in turn, before 11:00 A.M. (New York City
      time) on the date of such proposed Competitive Bid Borrowing, in the case
      of a Competitive Bid Borrowing consisting of Fixed Rate Advances and
      before 1:00 P.M. (New York City time) three Business Days before the date
      of such proposed Competitive Bid Borrowing, in the case of a Competitive
      Bid Borrowing consisting of LIBO Rate Advances, either:

                  (x) cancel such Competitive Bid Borrowing by giving the
            Administrative Agent notice to that effect, or

                  (y) accept one or more of the offers made by any Lender or
            Lenders pursuant to paragraph (ii) above, by giving notice to the
            Administrative Agent of the amount of each Competitive Bid Advance
            (which amount shall be equal to or greater than the minimum amount,
            and equal to or less than the maximum amount, notified to the
            Borrower by the Administrative Agent on behalf of such Lender for
            such Competitive Bid Advance pursuant to paragraph (ii) above) to be
            made by each Lender as part of such Competitive Bid Borrowing, and
            reject any remaining offers made by Lenders pursuant to paragraph
            (ii) above by giving the Administrative Agent notice to that effect.
            If the Borrower accepts any offers
<PAGE>   24
                                       20


            made by Lenders pursuant to paragraph (ii) above, such offers shall
            be accepted in the order of the lowest to highest interest rates or,
            if two or more Lenders offer to make Competitive Bid Advances at the
            same interest rate, such offers, if any, shall be accepted in
            proportion to the amount offered by each such Lender at such
            interest rate.

            (iv) If the Borrower notifies the Administrative Agent that such
      Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
      above, the Administrative Agent shall give prompt notice thereof to the
      Lenders and such Competitive Bid Borrowing shall not be made.

            (v) If the Borrower accepts one or more of the offers made by any
      Lender or Lenders pursuant to paragraph (iii)(y) above, the Administrative
      Agent shall in turn promptly notify (A) each Lender that has made an offer
      as described in paragraph (ii) above, of the date and aggregate amount of
      such Competitive Bid Borrowing and whether or not any offer or offers made
      by such Lender pursuant to paragraph (ii) above have been accepted by the
      Borrower, (B) each Lender that is to make a Competitive Bid Advance as
      part of such Competitive Bid Borrowing, of the amount of each Competitive
      Bid Advance to be made by such Lender as part of such Competitive Bid
      Borrowing, and (C) each Lender that is to make a Competitive Bid Advance
      as part of such Competitive Bid Borrowing, upon receipt, that the
      Administrative Agent has received forms of documents appearing to fulfill
      the applicable conditions set forth in Article III. Each Lender that is to
      make a Competitive Bid Advance as part of such Competitive Bid Borrowing
      shall, before 12:00 noon (New York City time) on the date of such
      Competitive Bid Borrowing specified in the notice received from the
      Administrative Agent pursuant to clause (A) of the preceding sentence or
      any later time when such Lender shall have received notice from the
      Administrative Agent pursuant to clause (C) of the preceding sentence,
      make available for the account of its Applicable Lending Office to the
      Administrative Agent at the Administrative Agent's Account, in same day
      funds, such Lender's portion of such Competitive Bid Borrowing. Upon
      fulfillment of the applicable conditions set forth in Article III and
      after receipt by the Administrative Agent of such funds, the
      Administrative Agent will make such funds available to the Borrower at the
      Administrative Agent's address referred to in Section 8.02. Promptly after
      each Competitive Bid Borrowing the Administrative Agent will notify each
      Lender of the amount of the Competitive Bid Borrowing, the consequent
      Competitive Bid Reduction and the dates upon which such Competitive Bid
      Reduction commenced and will terminate.

            (vi) The Administrative Agent shall maintain at its address referred
      to in Section 8.02 a copy of each Notice of Competitive Bid Borrowing
      delivered pursuant to subsection (a)(i) above and a register for the
      recordation of the date, amount, maturity, interest rate, interest payment
      dates, other terms and Lender of each Competitive Bid
<PAGE>   25
                                       21


      Advance accepted by the Borrower from time to time pursuant to this
      subsection (a) (the "Competitive Bid Register"). The entries in the
      Competitive Bid Register shall be conclusive and binding for all purposes,
      absent manifest error, and the Borrower, the Administrative Agent and the
      Lenders may treat the entries recorded in the Competitive Bid Register as
      evidence of Competitive Bid Advances made pursuant to this Section 2.03.
      The Competitive Bid Register shall be available for inspection by the
      Borrower, or by any Lender as to its Competitive Bid Advances, at any
      reasonable time and from time to time upon reasonable prior notice.

            (b) Each Competitive Bid Borrowing shall be in an aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each Competitive Bid Borrowing, the Borrower shall be in
compliance with the limitation set forth in the proviso to the first sentence of
subsection (a) above.

            (c) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, provided that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

            (d) The Borrower shall repay to the Administrative Agent for the
account of each Lender that has made a Competitive Bid Advance, on the maturity
date of each Competitive Bid Advance (such maturity date being that specified by
the Borrower for repayment of such Competitive Bid Advance in the related Notice
of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
recorded in the Competitive Bid Register with respect to such Competitive Bid
Advance), the then unpaid principal amount of such Competitive Bid Advance. The
Borrower shall have no right to prepay any principal amount of any Competitive
Bid Advance unless, and then only on the terms, specified by the Borrower for
such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the Competitive
Bid Register with respect to such Competitive Bid Advance.

            (e) The Borrower shall pay interest on the unpaid principal amount
of each Competitive Bid Advance from the date of such Competitive Bid Advance to
the date the principal amount of such Competitive Bid Advance is repaid in full,
at the rate of interest for such Competitive Bid Advance specified by the Lender
making such Competitive Bid Advance in its notice with respect thereto delivered
pursuant to subsection (a)(ii) above, payable on the interest payment date or
dates specified by the Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above, as recorded in the Competitive Bid Register with respect to such
Competitive Bid Advance. Upon the occurrence and during the continuance of an
Event of Default under Section 6.01(a), the Borrower shall pay interest on the
amount of unpaid principal of and interest on each
<PAGE>   26
                                       22


Competitive Bid Advance owing to a Lender, payable in arrears on the date or
dates interest is payable thereon, at a rate per annum equal at all times to 2%
per annum above the rate per annum required to be paid on such Competitive Bid
Advance as recorded in the Competitive Bid Register with respect to such
Competitive Bid Advance unless otherwise agreed by the Borrower and the Lender
making such Competitive Bid Advance.

            (f) The indebtedness of the Borrower resulting from each Competitive
Bid Advance made to the Borrower as part of a Competitive Bid Borrowing shall be
evidenced by a master Competitive Bid Note of the Borrower payable to the order
of the Administrative Agent for the benefit of the Lender making such
Competitive Bid Advance.

            SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to
the Administrative Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender's Commitment from the date hereof in the case of
each Initial Lender and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each other Lender
until the Termination Date at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last
day of each March, June, September and December, commencing September 30, 1994,
and on the Termination Date.

            (b) Administrative Agent's Fees. The Borrower shall pay to the
Administrative Agent for its own account such fees as may from time to time be
agreed between the Borrower and the Administrative Agent.

            SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Administrative Agent, to terminate in whole or reduce ratably in
part the unused portions of the respective Commitments of the Lenders, provided
that each partial reduction shall be in the aggregate amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof and provided further that
the aggregate amount of the Commitments of the Lenders shall not be reduced to
an amount that is less than the aggregate principal amount of the Competitive
Bid Advances then outstanding.
<PAGE>   27
                                       23


            (b) Mandatory. The Commitments shall be permanently reduced ratably
in an aggregate amount of $80,000,000 on the following dates in the aggregate
amounts indicated:

             Date             Amount
             ----             ------
      December 31, 1994    $10,000,000
      December 31, 1995     25,000,000
      December 31, 1996     25,000,000
      June 30, 1997         20,000,000

provided that if the Borrower or any of its Subsidiaries issues any public debt
before June 30, 1997, on the date of receipt of the proceeds of such debt
issuance the Commitments of the Lenders shall be reduced ratably by an amount
equal to the lesser of (i) the net proceeds of such debt issuance and (ii) the
aggregate amount of the remaining Commitment reductions set forth above, which
Commitment reductions shall be credited toward the Commitment reductions set
forth above in inverse order.

            SECTION 2.06. Repayment of Revolving Credit Advances. (a) Commitment
Reductions. The Borrower shall, on each Business Day, prepay an aggregate
principal amount of Revolving Credit Advances comprising part of the same
Borrowings equal to the amount by which the aggregate principal amount of
Advances exceeds the aggregate Commitments of the Lenders on such Business Day.

            (b) Termination. The Borrower shall repay to the Administrative
Agent for the ratable account of the Lenders on the Termination Date the
aggregate principal amount of the Revolving Credit Advances then outstanding.

            SECTION 2.07. Interest on Revolving Credit Advances. (a) Scheduled
Interest. The Borrower shall pay interest on the unpaid principal amount of each
Revolving Credit Advance owing to each Lender from the date of such Revolving
Credit Advance until such principal amount shall be paid in full, at the
following rates per annum:

            (i) Base Rate Advances. During such periods as such Revolving Credit
      Advance is a Base Rate Advance, a rate per annum equal at all times to the
      Base Rate in effect from time to time, payable in arrears quarterly on the
      last day of each March, June, September and December during such periods
      and on the date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Revolving
      Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at all
      times during each Interest Period for such Revolving Credit Advance to the
      sum of (x) the Eurodollar Rate
<PAGE>   28
                                       24


      for such Interest Period for such Revolving Credit Advance plus (y) the
      Applicable Margin in effect from time to time, payable in arrears on the
      last day of such Interest Period and, if such Interest Period has a
      duration of more than three months, on each day that occurs during such
      Interest Period every three months from the first day of such Interest
      Period and on the date such Eurodollar Rate Advance shall be Converted or
      paid in full.

            (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a), the Borrower shall pay interest on
(i) the unpaid principal amount of each Revolving Credit Advance owing to each
Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above, at a rate per annum equal at all times to 2% per annum above the rate per
annum required to be paid on such Revolving Credit Advance pursuant to clause
(a)(i) or (a)(ii) above and (ii) the amount of any interest, fee or other amount
payable hereunder that is not paid when due, from the date such amount shall be
due until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

            SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Administrative Agent timely information for the purpose
of determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. The Administrative Agent shall give prompt notice to
the Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.07(a)(i) or (ii) and the rate, if
any, furnished by each Reference Bank for the purpose of determining the
interest rate under Section 2.07(a)(ii).

            (b) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Required Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Administrative Agent shall forthwith
so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and (ii) the obligation of the
Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

            (c) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower
<PAGE>   29
                                       25


and the Lenders and such Advances will automatically, on the last day of the
then existing Interest Period therefor, Convert into Base Rate Advances.

            (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $10,000,000, such Advances shall
automatically Convert into Base Rate Advances.

            (e) Upon the occurrence and during the continuance of any Event of
Default under Section 6.01(a), (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

            (f) If fewer than two Reference Banks furnish timely information to
the Administrative Agent for determining the Eurodollar Rate for any Eurodollar
Rate Advances,

            (i) the Administrative Agent shall forthwith notify the Borrower and
      the Lenders that the interest rate cannot be determined for such
      Eurodollar Rate Advances,

            (ii) each such Advance will automatically, on the last day of the
      then existing Interest Period therefor, Convert into a Base Rate Advance
      (or if such Advance is then a Base Rate Advance, will continue as a Base
      Rate Advance), and

            (iii) the obligation of the Lenders to make, or to Convert Revolving
      Credit Advances into, Eurodollar Rate Advances shall be suspended until
      the Administrative Agent shall notify the Borrower and the Lenders that
      the circumstances causing such suspension no longer exist.

            SECTION 2.09. Optional Conversion of Revolving Credit Advances. The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of Sections
2.08 and 2.12, Convert all Revolving Credit Advances of one Type comprising the
same Borrowing into Revolving Credit Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in
Section 2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Revolving
Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar
Rate Advances, the duration of the initial Interest Period for each such
Advance. Each notice of Conversion shall be binding on the Borrower. In the case
of any
<PAGE>   30
                                       26


Conversion of Base Rate Advances into Eurodollar Rate Advances, the Borrower
shall indemnify each Lender against any loss, cost or expense incurred by such
Lender as a result of any revocation of such notice of Conversion, including,
without limitation, any loss (including loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund the revolving Credit Advance to be
Converted by such Lender as a result of such revocation.

            SECTION 2.10. Optional Prepayments of Revolving Credit Advances. The
Borrower may, upon at least one Business Day's notice, in the case of Base Rate
Advances, or three Business Days' notice, in the case of Eurodollar Rate
Advances, to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Revolving Credit Advances
comprising part of the same Revolving Credit Borrowing in whole or ratably in
part, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that (x) each partial prepayment
shall be in an aggregate principal amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

            SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law)
which becomes effective after the date hereof, there shall be any increase in
the cost to any Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Advances or LIBO Rate Advances, then the Borrower shall from
time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost setting
forth the basis thereof in reasonable detail and submitted to the Borrower and
the Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

            (b) If, due to either (i) the introduction of or any change in or in
the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law) which becomes effective after the date
hereof, there shall be any increase in the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender as a result of or based upon the existence of such Lender's commitment to
lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such
<PAGE>   31
                                       27


circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's commitment
to lend hereunder. A certificate as to such amounts setting forth the basis
thereof in reasonable detail and submitted to the Borrower and the
Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error. Notwithstanding the foregoing and except in the
case of any such law, regulation, guideline or request having retroactive
effect, the Borrower shall not be required to pay to the Administrative Agent or
any Lender such additional amounts to the extent such amounts relate to periods
prior to six months before the Borrower's receipt of such notice.

            SECTION 2.12. Illegality. Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
LIBO Rate Advances or to fund or maintain Eurodollar Rate Advances or LIBO Rate
Advances hereunder, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as
the case may be, will automatically, upon such demand, Convert into a Base Rate
Advance or an Advance that bears interest at the rate set forth in Section
2.07(a)(i), as the case may be, and (ii) the obligation of the Lenders to make,
or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

            SECTION 2.13. Payments and Computations. (a) The Borrower shall make
each payment hereunder and under the Notes not later than 11:00 A.M. (New York
City time) on the day when due in U.S. dollars to the Administrative Agent at
the Administrative Agent's Account in same day funds. The Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or facility fees ratably (other than amounts
payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

            (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made to the Administrative Agent when due
hereunder or under the
<PAGE>   32
                                       28


Note held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

            (c) All computations of interest based on the Base Rate shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Federal Funds Rate and of facility fees shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or facility fees are payable.
Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

            (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or facility fee, as
the case may be; provided, however, that, if such extension would cause payment
of interest on or principal of Eurodollar Rate Advances or LIBO Rate Advances to
be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

            (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

            SECTION 2.14. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.14,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Administrative
Agent, taxes imposed on its income, and franchise taxes imposed on it in lieu of
income taxes, by the jurisdiction under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
income, and franchise taxes imposed on it in lieu of income taxes, by the
jurisdiction of such Lender's Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and
<PAGE>   33
                                       29


liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender or the Administrative Agent, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.14) such Lender or the Administrative Agent (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law.

            (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as "Other Taxes").

            (c) The Borrower will indemnify each Lender and the Administrative
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.14) paid by such Lender or the Administrative Agent
(as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall
be made within 30 days from the date such Lender or the Administrative Agent (as
the case may be) makes written demand therefor in reasonable detail.

            (d) Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address referred to in
Section 8.02, the original or a certified copy of a receipt evidencing payment
thereof. In the case of any payment hereunder or under the Notes by or on behalf
of the Borrower through an account or branch outside the United States or on
behalf of the Borrower by a payor that is not a United States person, if the
Borrower determines that no Taxes are payable in respect thereof, the Borrower
shall furnish, or shall cause such payor to furnish, to the Administrative
Agent, at such address, an opinion of counsel acceptable to the Administrative
Agent stating that such payment is exempt from Taxes. For purposes of this
subsection (d) and subsection (e), the terms "United States" and "United States
person" shall have the meanings specified in Section 7701 of the Internal
Revenue Code.

            (e) Each Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
the Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or
any successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender
<PAGE>   34
                                       30


is exempt from or entitled to a reduced rate of United States withholding tax on
payments of interest pursuant to this Agreement or the Notes. If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from "Taxes" as
defined in Section 2.14(a). If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form 1001 or 4224, that the Lender reasonably
considers to be confidential, the Lender shall give notice thereof to the
Borrower and shall not be obligated to include in such form or document such
confidential information.

            (f) For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.14(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first sentence of subsection (e) above),
such Lender shall not be entitled to indemnification under Section 2.14(a) with
respect to Taxes imposed by the United States; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as the Lender shall reasonably
request to assist the Lender to recover such Taxes.

            SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Revolving Credit Advances owing to
it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its
ratable share of payments on account of the Revolving Credit Advances obtained
by all the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Revolving Credit Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.
<PAGE>   35
                                       31


            SECTION 2.16. Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of the Borrower and its Subsidiaries.


                                  ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

            SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01
and 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and
as of the first date (the "Effective Date") on which the following conditions
precedent have been satisfied:

            (a) There shall have occurred no Material Adverse Change since
      December 31, 1993.

            (b) There shall exist no action, suit, investigation, litigation or
      proceeding affecting the Borrower or any of its Subsidiaries pending or
      threatened before any court, governmental agency or arbitrator that (i)
      could be reasonably likely to have a Material Adverse Effect other than
      the matters described on Schedule 3.01(b) hereto (the "Disclosed
      Litigation") or (ii) purports to affect the legality, validity or
      enforceability of this Agreement or any Note or the consummation of the
      transactions contemplated hereby, and there shall have been no adverse
      change in the status, or financial effect on the Borrower or any of its
      Subsidiaries, of the Disclosed Litigation from that described on Schedule
      3.01(b) hereto that could reasonably be expected to have a Material
      Adverse Effect.

            (c) Nothing shall have come to the attention of the Lenders during
      the course of their due diligence investigation to lead them to believe
      that the Information Memorandum was or has become misleading, incorrect or
      incomplete in any material respect; without limiting the generality of the
      foregoing, the Lenders shall have been given such access to the
      management, records, books of account, contracts and properties of the
      Borrower and its Subsidiaries as they shall have reasonably requested.

            (d) All governmental and third party consents and approvals
      necessary in connection with the transactions contemplated hereby shall
      have been obtained (without the imposition of any conditions that are not
      acceptable to the Lenders) and shall remain in effect, and no law or
      regulation shall be applicable in the reasonable judgment of the Lenders
      that restrains, prevents or imposes materially adverse conditions upon the
      transactions contemplated hereby.
<PAGE>   36
                                       32


            (e) The Borrower shall have notified each Lender and the
      Administrative Agent in writing as to the proposed Effective Date.

            (f) The Borrower shall have paid all accrued fees and expenses of
      the Administrative Agent and the Lenders (including the accrued fees and
      expenses of counsel to the Administrative Agent).

            (g) On the Effective Date, the following statements shall be true
      and the Administrative Agent shall have received for the account of each
      Lender a certificate signed by a duly authorized officer of the Borrower,
      dated the Effective Date, stating that:

                  (i) The representations and warranties contained in Section
            4.01 are correct on and as of the Effective Date, and

                  (ii) No event has occurred and is continuing that constitutes
            a Default.

            (h) The Administrative Agent shall have received on or before the
      Effective Date the following, each dated such day, in form and substance
      satisfactory to the Administrative Agent and (except for the Notes) in
      sufficient copies for each Lender:

                  (i) The Revolving Credit Notes to the order of the Lenders,
            respectively.

                  (ii) The Competitive Bid Note to the order of the
            Administrative Agent.

                  (iii) Certified copies of the resolutions of the Board of
            Directors of the Borrower approving this Agreement and the Notes,
            and of all documents evidencing other necessary corporate action and
            governmental approvals, if any, with respect to this Agreement and
            the Notes.

                  (iv) A certificate of the Secretary or an Assistant Secretary
            of the Borrower certifying the names and true signatures of the
            officers of the Borrower authorized to sign this Agreement and the
            Notes and the other documents to be delivered hereunder.

                  (v) A favorable opinion of Thompson, Hine and Flory, counsel
            for the Borrower, substantially in the form of Exhibit D hereto and
            as to such other matters as any Lender through the Administrative
            Agent may reasonably request.
<PAGE>   37
                                       33


                  (vi) A favorable opinion of Shearman & Sterling, counsel for
            the Administrative Agent, in form and substance satisfactory to the
            Administrative Agent.

            SECTION 3.02. Conditions Precedent to Each Revolving Credit
Borrowing. The obligation of each Lender to make a Revolving Credit Advance on
the occasion of each Revolving Credit Borrowing shall be subject to the
conditions precedent that the Effective Date shall have occurred and on the date
of such Revolving Credit Borrowing (a) the following statements shall be true
(and each of the giving of the applicable Notice of Revolving Credit Borrowing
and the acceptance by the Borrower of the proceeds of such Revolving Credit
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

            (i) The representations and warranties contained in Section 4.01 are
      correct on and as of the date of such Revolving Credit Borrowing, before
      and after giving effect to such Revolving Credit Borrowing and to the
      application of the proceeds therefrom, as though made on and as of such
      date, and

            (ii) No event has occurred and is continuing, or would result from
      such Revolving Credit Borrowing or from the application of the proceeds
      therefrom, that constitutes a Default:

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Lender through the Administrative Agent may
reasonably request.

            SECTION 3.03. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Administrative Agent shall have received the
written confirmatory Notice of Competitive Bid Borrowing with respect thereto,
(ii) on or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Administrative Agent shall have received for
recordation in the Competitive Bid Register information as to each of the one or
more Competitive Bid Advances to be made by the Lenders as part of such
Competitive Bid Borrowing, the principal amount of each such Competitive Bid
Advance and such other terms as were agreed to for each such Competitive Bid
Advance in accordance with Section 2.03, and (iii) on the date of such
Competitive Bid Borrowing the following statements shall be true (and each of
the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower of the proceeds of such Competitive Bid Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Competitive Bid Borrowing such statements are true):
<PAGE>   38
                                       34


            (a) The representations and warranties contained in Section 4.01 are
      correct on and as of the date of such Competitive Bid Borrowing, before
      and after giving effect to such Competitive Bid Borrowing and to the
      application of the proceeds therefrom, as though made on and as of such
      date,

            (b) No event has occurred and is continuing, or would result from
      such Competitive Bid Borrowing or from the application of the proceeds
      therefrom, that constitutes a Default, and

            (c) No event has occurred and no circumstance exists as a result of
      which the information concerning the Borrower that has been provided to
      the Administrative Agent and each Lender by the Borrower in connection
      herewith would include an untrue statement of a material fact or omit to
      state any material fact or any fact necessary to make the statements
      contained therein, in the light of the circumstances under which they were
      made, not misleading.

            SECTION 3.04. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by
this Agreement shall have received notice from such Lender prior to the proposed
Effective Date, as notified by the Borrower to the Lenders, specifying its
objection thereto. The Administrative Agent shall promptly notify the Lenders of
the occurrence of the Effective Date.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

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

            (b) The execution, delivery and performance by the Borrower of this
      Agreement and the Notes, and the consummation of the transactions
      contemplated hereby, are within the Borrower's corporate powers, have been
      duly authorized by all necessary corporate action, and do not contravene
      (i) the Borrower's charter or by-laws or (ii) law or any contractual
      restriction binding on or affecting the Borrower.
<PAGE>   39
                                       35


            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and
      performance by the Borrower of this Agreement or the Notes.

            (d) This Agreement has been, and each of the Notes when delivered
      hereunder will have been, duly executed and delivered by the Borrower.
      This Agreement is, and each of the Notes when delivered hereunder will be,
      the legal, valid and binding obligation of the Borrower enforceable
      against the Borrower in accordance with their respective terms.

            (e) The Consolidated balance sheet of the Borrower and its
      Subsidiaries as at December 31, 1993, and the related Consolidated
      statements of income and cash flows of the Borrower and its Subsidiaries
      for the fiscal year then ended, accompanied by an opinion of Ernst &
      Young, independent public accountants, and the Consolidated balance sheet
      of the Borrower and its Subsidiaries as at March 31, 1994 and the related
      Consolidated statements of income and cash flows of the Borrower and its
      Subsidiaries for the three months then ended, duly certified by the chief
      financial officer of the Borrower, copies of which have been furnished to
      each Lender, fairly present, subject, in the case of said balance sheet as
      at March 31, 1994 and said statements of income and cash flows for the
      three months then ended, to year-end audit adjustments, the Consolidated
      financial condition of the Borrower and its Subsidiaries as at such dates
      and the Consolidated results of the operations of the Borrower and its
      Subsidiaries for the periods ended on such dates, all in accordance with
      generally accepted accounting principles consistently applied. Since
      December 31, 1993, there has been no Material Adverse Change.

            (f) To the best of the Borrower's knowledge, there is no pending or
      threatened action, suit, investigation, litigation or proceeding,
      including, without limitation, any Environmental Action, affecting the
      Borrower or any of its Subsidiaries before any court, governmental agency
      or arbitrator that (i) could be reasonably likely to have a Material
      Adverse Effect (other than the Disclosed Litigation) or (ii) purports to
      affect the legality, validity or enforceability of this Agreement or any
      Note or the consummation of the transactions contemplated hereby, and
      there has been no adverse change in the status, or financial effect on the
      Borrower or any of its Subsidiaries, of the Disclosed Litigation from that
      described on Schedule 3.01(b) hereto.

            (g) The Borrower is not engaged in the business of extending credit
      for the purpose of purchasing or carrying margin stock (within the meaning
      of Regulation U issued by the Board of Governors of the Federal Reserve
      System).
<PAGE>   40
                                       36


            (h) No ERISA Event has occurred or is reasonably expected to occur
      with respect to any Plan.

            (i) Neither the Borrower nor any of its ERISA Affiliates has
      incurred or is reasonably expected to incur any Withdrawal Liability to
      any Multiemployer Plan.

            (j) Neither the Borrower nor any of its ERISA Affiliates has been
      notified by the sponsor of a Multiemployer Plan that such Multiemployer
      Plan is in reorganization or has been terminated, within the meaning of
      Title IV of ERISA, and no such Multiemployer Plan is reasonably expected
      to be in reorganization or to be terminated, within the meaning of Title
      IV of ERISA.

            (k) Except as set forth in the financial statements referred to in
      Section 4.01(e), the Borrower and its Subsidiaries have no material
      liability with respect to "expected post retirement benefit obligations"
      within the meaning of Statement of Financial Accounting Standards No.106.

            (1) The operations and properties of the Borrower and each of its
      Subsidiaries comply in all material respects with all Environmental Laws,
      all necessary Environmental Permits have been obtained and are in effect
      for the operations and properties of the Borrower and its Subsidiaries,
      the Borrower and its Subsidiaries are in compliance in all material
      respects with all such Environmental Permits, and no circumstances exist
      that could be reasonably likely to (i) form the basis of an Environmental
      Action against the Borrower or any of its Subsidiaries or any of their
      properties that could have a Material Adverse Effect or (ii) cause any
      such property to be subject to any restrictions on ownership, occupancy,
      use or transferability under any Environmental Law that could have a
      Material Adverse Effect.

            (m) None of the properties currently or formerly owned or operated
      by the Borrower or any of its Subsidiaries is listed or proposed for
      listing on the National Priorities List under the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980 ("NPL") or
      on the Comprehensive Environmental Response, Compensation and Liability
      Information System maintained by the U.S. Environmental Protection Agency
      ("CERCLIS") or any analogous state list of sites requiring investigation
      or cleanup, the listing, or proposed listing of which would be reasonably
      likely to have a Material Adverse Effect, except as described in the
      registration statement, Registration No.33-70998, declared effective by
      the Securities and Exchange Commission on November 23, 1993 or, to the
      best knowledge of the Borrower, is adjacent to any such property.

            (n) Except where noncompliance would not individually or in the
      aggregate have a Material Adverse Effect (i) neither the Borrower nor any
      of its Subsidiaries has
<PAGE>   41
                                       37


      transported or arranged for the transportation of any Hazardous Materials
      to any location that is listed or proposed for listing on the NPL or on
      the CERCLIS or any analogous state list, and (ii) all Hazardous Materials
      generated, used, treated, handled or stored at or transported to or from
      any property currently or formerly owned or operated by the Borrower or
      any of its Subsidiaries have been disposed of in compliance with all
      Environmental Laws and Environmental Permits,

            (o) Following application of the proceeds of each Advance, not more
      than 25 percent of the value of the assets (either of the Borrower only or
      of the Borrower and its Subsidiaries on a Consolidated basis) subject to
      the provisions of Section 5.02(a) or subject to any restriction contained
      in any agreement or instrument between the Borrower and any Lender or any
      Affiliate of any Lender relating to Debt and within the scope of Section
      6.01(d) will be margin stock (within the meaning of Regulation U issued by
      the Board of Governors of the Federal Reserve System).


                                   ARTICLE V

                           COVENANTS OF THE BORROWER

            SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply, in all material respects, with all applicable
      laws, rules, regulations and orders, such compliance to include, without
      limitation, compliance with ERISA and Environmental Laws as provided in
      Section 5.01(j).

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful claims that, if
      unpaid, might by law become a Lien upon its property; provided, however,
      that neither the Borrower nor any of its Subsidiaries shall be required to
      pay or discharge any such tax, assessment, charge or claim that is being
      contested in good faith and by proper proceedings and as to which
      appropriate reserves are being maintained, unless and until any Lien
      resulting therefrom attaches to its property and becomes enforceable
      against its other creditors.

            (c) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance with responsible and reputable
      insurance companies or associations in such amounts and covering such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which the
<PAGE>   42
                                       38


      Borrower or such Subsidiary operates; provided, however, that the Borrower
      and its Subsidiaries may self-insure to the same extent as is consistent
      with its past practice and to the extent consistent with prudent business
      practice.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its corporate
      existence, rights (charter and statutory) and franchises; provided,
      however, that the Borrower and its Subsidiaries may consummate any merger
      or consolidation permitted under Section 5.02(b) and provided farther that
      neither the Borrower nor any of its Subsidiaries shall be required to
      preserve any right or franchise if the Board of Directors of the Borrower
      or such Subsidiary shall determine that the preservation thereof is no
      longer desirable in the conduct of the business of the Borrower or such
      Subsidiary, as the case may be, and that the loss thereof is not
      disadvantageous in any material respect to the Borrower, such Subsidiary
      or the Lenders.

            (e) Visitation Rights. At any reasonable time and from time to time,
      permit the Administrative Agent or any of the Lenders or any agents or
      representatives thereof, to examine and make copies of and abstracts from
      the records and books of account of, and visit the properties of, the
      Borrower and any of its Subsidiaries, and to discuss the affairs, finances
      and accounts of the Borrower and any of its Subsidiaries with any of their
      officers or directors and with their independent certified public
      accountants.

            (f) Keeping of Books. Keep, and cause each of its Subsidiaries to
      keep, proper books of record and account, in which fall and correct
      entries shall be made of all financial transactions and the assets and
      business of the Borrower and each such Subsidiary in accordance with
      generally accepted accounting principles in effect from time to time.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Subsidiaries to maintain and preserve, all of its properties
      that are used or useful in the conduct of its business in good working
      order and condition, ordinary wear and tear excepted.

            (h) Transactions with Affiliates. Conduct, and cause each of its
      Subsidiaries to conduct, all transactions otherwise permitted under this
      Agreement with any of their Affiliates on terms that are fair and
      reasonable and no less favorable to the Borrower or such Subsidiary than
      it would obtain in a comparable arm's-length transaction with a Person not
      an Affiliate.
<PAGE>   43
                                       39


            (i) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 60 days after
            the end of each of the first three quarters of each fiscal year of
            the Borrower, Consolidated balance sheets of the Borrower and its
            Subsidiaries as of the end of such quarter and Consolidated
            statements of income and cash flows of the Borrower and its
            Subsidiaries for the period commencing at the end of the previous
            fiscal year and ending with the end of such quarter, duly certified
            (subject to year-end audit adjustments) by the chief financial
            officer or the controller of the Borrower as having been prepared in
            accordance with GAAP, it being agreed that delivery of the
            Borrower's Quarterly Report on Form l0-Q will satisfy this
            requirement, together with a certificate of said officer stating the
            Interest Coverage Ratio and the Leverage Percentage as of the end of
            such quarter;

                  (ii) as soon as available and in any event within 120 days
            after the end of each fiscal year of the Borrower, a copy of the
            annual audit report for such year for the Borrower and its
            Subsidiaries, containing Consolidated balance sheets of the Borrower
            and its Subsidiaries as of the end of such fiscal year and
            Consolidated statements of income and cash flows of the Borrower and
            its Subsidiaries for such fiscal year, in each case accompanied by
            an opinion acceptable to the Required Lenders by Ernst & Young or
            other independent public accountants acceptable to the Required
            Lenders, together with a certificate of the chief financial officer
            of the Borrower stating the Interest Coverage Ratio and the Leverage
            Percentage as of the end of such fiscal year;

                  (iii) as soon as possible and in any event within five
            Business Days after the occurrence of each Default continuing on the
            date of such statement, a statement of an officer of the Borrower
            having knowledge of or responsibility for such matters setting forth
            details of such Default and the action that the Borrower has taken
            and proposes to take with respect thereto;

                  (iv) promptly after the sending or filing thereof, copies of
            all reports that the Borrower sends to any of its securityholders,
            and copies of all reports and registration statements that the
            Borrower or any Subsidiary files with the Securities and Exchange
            Commission or any national securities exchange;

                  (v) promptly after the commencement thereof, notice of the
            commencement and nature of all actions and proceedings before any
            court, governmental agency or arbitrator affecting the Borrower or
            any of its Subsidiaries of the type described in Section 4.01(f);
<PAGE>   44
                                       40

                  (vi) promptly and in any event within 10 days after the
            Borrower or any of its ERISA Affiliates knows or has reason to know
            that any ERISA Event has occurred, a statement of an officer of the
            Borrower having knowledge of or responsibility for such matters
            describing such ERISA Event and the action, if any, that the
            Borrower or such ERISA Affiliate has taken and proposes to take with
            respect thereto;

                  (vii) promptly and in any event within seven Business Days
            after receipt thereof by the Borrower or any of its ERISA
            Affiliates, copies of each notice from the PBGC stating its
            intention to terminate any Plan or to have a trustee appointed to
            administer any such Plan;

                  (viii) promptly and in any event within 30 days after the
            receipt thereof by the Borrower or any of its ERISA Affiliates, a
            copy of the latest annual actuarial report for each Plan if the
            ratio of the fair market value of the assets of such Plan to its
            current liability (as defined in Section 412 of the Internal Revenue
            Code) is less than 60%;

                  (ix) promptly and in any event within five Business Days after
            receipt thereof by the Borrower or any of its ERISA Affiliates from
            the sponsor of a Multiemployer Plan, copies of each notice
            concerning (A) the imposition of Withdrawal Liability by any such
            Multiemployer Plan, (B) the reorganization or termination, within
            the meaning of Title IV of ERISA, of any such Multiemployer Plan or
            (C) the amount of liability incurred, or that may be incurred, by
            the Borrower or any of its ERISA Affiliates in connection with any
            event described in clause (A) or (B); and

                  (x) such other information respecting the condition or
            operations, financial or otherwise, of the Borrower or any of its
            Subsidiaries as any Lender through the Administrative Agent may from
            time to time reasonably request.

            (j) Compliance with Environmental Laws. Comply, and cause each of
its Subsidiaries and all lessees and other Persons operating or occupying its
properties to comply, in all material respects, with all applicable
Environmental Laws and Environmental Permits; obtain and renew and cause each of
its Subsidiaries to obtain and renew all Environmental Permits necessary for its
operations and properties; and conduct, and cause each of its Subsidiaries to
conduct, any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties pursuant to the order of any
regulatory authority and generally in accordance with the requirements of all
Environmental Laws; provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to undertake any such cleanup, removal, remedial
or other action to the extent that its obligation to do so is being
<PAGE>   45
                                       41


contested in good faith and by proper proceedings and appropriate reserves are
being maintained with respect to such circumstances.

            (k) Preparation of Environmental Reports. If an Event of Default
shall have occurred and be continuing, at the request of the Administrative
Agent with respect to any Environmental Action, condition or occurrence that the
Administrative Agent or the Required Lenders reasonably deem to be material,
provide to the Lenders within 90 days after such request, at the expense of the
Borrower, an environmental site assessment report for the properties described
in such request, prepared by an environmental consulting firm acceptable to the
Administrative Agent, indicating the presence or absence of Hazardous Materials
and the estimated cost of any compliance, removal or remedial action in
connection with any Hazardous Materials on such properties; without limiting the
generality of the foregoing, if the Administrative Agent determines at any time
that a material risk exists that any such report will not be provided within the
time referred to above, the Administrative Agent may retain an environmental
consulting firm to prepare such report at the expense of the Borrower, and the
Borrower hereby grants and agrees to cause any Subsidiary that owns any property
described in such request to grant at the time of such request, to the
Administrative Agent, the Lenders, such firm and any agents or representatives
thereof an irrevocable non-exclusive license, subject to the rights of tenants,
to enter onto their respective properties to undertake such an assessment.


            SECTION 5.02. Negative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will not:

            (a) Liens. Etc. Create or suffer to exist, or permit any of its
      Subsidiaries to create or suffer to exist, any Lien on or with respect to
      any of its properties, whether now owned or hereafter acquired, or assign,
      or permit any of its Subsidiaries to assign, any right to receive income,
      other than:

                  (i) (A) Liens for taxes, assessments and governmental charges
            or levies to the extent not required to be paid under Section
            5.01(b) hereof (including contracts entered into in connection with
            major construction projects); (B) Liens imposed by law, such as
            materialmen' s, mechanics', carriers', workmen's and repairmen's
            Liens and other similar Liens arising in the ordinary course of
            business securing obligations; (C) pledges or deposits to secure
            obligations under workers' compensation laws or similar legislation
            or to secure public or statutory obligations; and (D) easements,
            rights of way and other encumbrances on title to real property that
            do not materially adversely affect the use of such property for its
            present purposes, provided in each case, that no enforcement,
            execution, levy or foreclosure proceeding shall have been commenced
            that is not being contested in good faith and by proper proceedings
            with appropriate reserves being maintained,
<PAGE>   46
                                       42


                  (ii) purchase money Liens upon or in any property acquired or
            held by the Borrower or any Subsidiary in the ordinary course of
            business to secure the purchase price of such property or to secure
            Debt incurred solely for the purpose of financing the acquisition of
            such property, or Liens existing on such property at the time of its
            acquisition (other than any such Lien created in contemplation of
            such acquisition) or extensions, renewals or replacements of any of
            the foregoing for the same or a lesser amount, provided, however,
            that no such Lien shall extend to or cover any property other than
            the property being acquired, and no such extension, renewal or
            replacement shall extend to or cover any property not theretofore
            subject to the Lien being extended, renewed or replaced, provided
            further that the aggregate principal amount of the indebtedness
            secured by the Liens referred to in this clause (ii) shall not
            exceed $25,000,000 at any time outstanding as such Liens relate to
            the properties that are the subject of the LaPorte Financing or, in
            all other cases, $10,000,000 at any time outstanding,

                  (iii) the Liens existing on the Effective Date and described
            on Schedule 5.02(a) hereto,

                  (iv) other Liens securing Debt in an aggregate principal
            amount not to exceed $20,000,000 at any time outstanding,

                  (v) the replacement, extension or renewal of any Lien
            permitted by clauses (ii) and (iii) above upon or in the same
            property theretofore subject thereto or the replacement, extension
            or renewal (without increase in the amount or change in any direct
            or contingent obligor) of the Debt secured thereby, and

                  (vi) Liens, if any, resulting from the documents evidencing
            the LaPorte Financing and the Receivables Financing.

            (b) 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, any Person, or permit any of its
      Subsidiaries to do so, except that any Subsidiary of the Borrower may
      merge or consolidate with or into, or dispose of assets to, any other
      Subsidiary of the Borrower, and except that any Subsidiary of the Borrower
      may merge into or dispose of assets to the Borrower and the Borrower may
      merge with any other Person so long as the Borrower is the surviving
      corporation, provided, in each case, that no Default shall have occurred
      and be continuing at the time of such proposed transaction or would result
      therefrom.
<PAGE>   47
                                       43


            (c) Accounting Changes. Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in accounting policies or
      reporting practices, except as required or permitted by generally accepted
      accounting principles.

            SECTION 5.03. Financial Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

            (a) Interest Coverage Ratio. Maintain an Interest Coverage Ratio of
      at least 8.0:1.0.

            (b) Leverage Percentage. Maintain a Leverage Percentage of not
      greater than 50%.

            (c) Minimum Shareholders' Equity. Maintain, at all times,
      shareholders' equity in an amount of not less than $180,000,000.


                                   ARTICLE VI

                               EVENTS OF DEFAULT

            SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

            (a) The Borrower shall fail to pay any principal of any Advance when
      the same becomes due and payable or the Borrower shall fail to pay any
      interest on any Advance or make any other payment under this Agreement or
      any Note within five Business Days after the same becomes due and payable;
      or

            (b) Any representation or warranty made by the Borrower herein or by
      the Borrower (or any of its officers) in connection with this Agreement
      shall prove to have been incorrect in any material respect when made; or

            (c) (i) The Borrower shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(d) or (i)(iii), 5.02 or
      5.03, or (ii) the Borrower shall fail to perform or observe any other
      term, covenant or agreement contained in this Agreement on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after written notice thereof shall have been given to the Borrower by the
      Administrative Agent or any Lender; or

            (d) The Borrower or any of its Subsidiaries shall fail to pay any
      principal of or premium or interest on any Debt that is outstanding in a
      principal or notional amount
<PAGE>   48
                                       44


      of at least $10,000,000 in the aggregate (but excluding Debt outstanding
      hereunder) of the Borrower or such Subsidiary (as the case may be), when
      the same becomes due and payable (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise), and such failure shall
      continue after the applicable grace period, if any, specified in the
      agreement or instrument relating to such Debt; or any other event shall
      occur or condition shall exist under any agreement or instrument relating
      to any such Debt and shall continue after the applicable grace period, if
      any, specified in such agreement or instrument, if the effect of such
      event or condition is to accelerate, or to permit the acceleration of, the
      maturity of such Debt; or any such Debt shall be declared to be due and
      payable, or required to be prepaid or redeemed (other than by a regularly
      scheduled required prepayment or redemption), purchased or defeased, or an
      offer to prepay, redeem, purchase or defease such Debt shall be required
      to be made, in each case prior to the stated maturity thereof; or

            (e) The Borrower or any of its Subsidiaries 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 or any of its Subsidiaries 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, custodian or other similar official
      for it or for any substantial part of its property and, in the case of any
      such proceeding instituted against it (but not instituted by it), either
      such proceeding shall remain undismissed or unstayed for a period of 30
      days, or any of the actions sought in such proceeding (including, without
      limitation, the entry of an order for relief against, or the appointment
      of a receiver, trustee, custodian or other similar official for, it or for
      any substantial part of its property) shall occur; or the Borrower or any
      of its Subsidiaries shall take any corporate action to authorize any of
      the actions set forth above in this subsection (e); or

            (f) Any judgment or order for the payment of money in excess of
      $10,000,000 shall be rendered against the Borrower or any of its
      Subsidiaries and either (i) enforcement proceedings shall have been
      commenced by any creditor upon such judgment or order or (ii) there shall
      be any period of 30 consecutive days during which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect; or

            (g) Any non-monetary judgment or order shall be rendered against the
      Borrower or any of its Subsidiaries that could be reasonably expected to
      have a Material Adverse Effect, and there shall be any period of 30
      consecutive days during which a stay
<PAGE>   49
                                       45


of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

      (h) (i) Any Person or two or more Persons acting in concert shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 of the 
Securities and Exchange Commission under the Securities Exchange Act of 1934), 
directly or indirectly, of Voting Stock of the Borrower (or other securities 
convertible into such Voting Stock) representing 33-1/3% or more of the 
combined voting power of all Voting Stock of the Borrower; or (ii) during any 
period of up to 24 consecutive months, commencing after the date of this 
Agreement, individuals who at the beginning of such 24-month period were 
directors of the Borrower shall cease for any reason (other than due to death 
or disability) to constitute a majority of the board of directors of the 
Borrower (except to the extent that individuals who at the beginning of such 
24-month period were replaced by individuals (x) elected by 50% of the 
remaining members of the nominating committee of the board of directors of the 
Borrower or (y) nominated for election by a majority of the remaining members 
of the nominating committee of the board of directors of the Borrower and 
thereafter elected as directors by the shareholders of the Borrower); or (iii) 
any Person or two or more Persons acting in concert shall have acquired by 
contract or otherwise, or shall have entered into a contract or arrangement 
that, upon consummation prior to the Termination Date, will result in its or 
their acquisition of the power to exercise, directly or indirectly, a 
controlling influence over the management or policies of the Borrower; or

      (i) Any ERISA Event shall have occurred and the sum (determined as of 
the date of occurrence of such ERISA Event) of the Insufficiency of the Plan 
with respect to which such ERISA Event shall have occurred and the 
Insufficiency of any and all other Plans with respect to which an ERISA Event 
shall have occurred and then exist (or the liability of the Borrower and its 
ERISA Affiliates related to any such ERISA Event) has, or is reasonably likely 
to have, a Material Adverse Effect; or

      (j) The Borrower or any of its ERISA Affiliates shall have been notified 
by the sponsor of a Multiemployer Plan that it has incurred Withdrawal 
Liability to such Multiemployer Plan in an amount that, when aggregated with 
all other amounts required to be paid to Multiemployer Plans by the Borrower 
and its ERISA Affiliates as Withdrawal Liability (determined as of the date of 
such notification), exceeds $25,000,000 or requires payments exceeding 
$5,000,000 per annum; or

      (k) The Borrower or any of its ERISA Affiliates shall have been notified 
by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in 
reorganization or is being terminated, within the meaning of Title IV of ERISA, 
and as a result of such reorganization or termination the aggregate annual 
contributions of the Borrower and its ERISA Affiliates to all Multiemployer 
Plans that are then in reorganization or being
<PAGE>   50
                                       46


      terminated have been or will be increased over the amounts contributed to
      such Multiemployer Plans for the plan years of such Multiemployer Plans
      immediately preceding the plan year in which such reorganization or
      termination occurs by an amount exceeding $10,000,000;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Notes, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances shall automatically be terminated and (B) the Notes, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.


                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

            SECTION 7.01. Authorization and Action. Each Lender hereby appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers and discretion as are reasonably incidental thereto. As to any matters
not expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent shall not be required to take
any action that exposes the Administrative Agent to personal liability or that
is contrary to this Agreement or applicable law. The Administrative Agent agrees
to give to each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

            SECTION 7.02. Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this
<PAGE>   51
                                       47


Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Administrative Agent:
(j) may treat the payee of any Note as the holder thereof until the
Administrative Agent receives and accepts an Assignment and Acceptance entered
into by the Lender that is the payee of such Note, as assignor, and an Eligible
Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal
counsel (including counsel for the Borrower), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation to
any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection
with this Agreement; (iv) shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions of
this Agreement on the part of the Borrower or to inspect the property (including
the books and records) of the Borrower; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; and (vi) shall incur no liability under or in respect
of this Agreement by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram or telex) believed
by it to be genuine and signed or sent by the proper party or parties.

            SECTION 7.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Citibank in its individual capacity. Citibank and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if
Citibank were not the Administrative Agent and without any duty to account
therefor to the Lenders.

            SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements referred to in Section
4.01(e) and such other 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 Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

            SECTION 7.05. Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower), ratably
according to the
<PAGE>   52
                                       48


respective principal amounts of the Revolving Credit Notes then held by each of
them (or if no Revolving Credit Notes are at the time outstanding or if any
Revolving Credit Notes are held by Persons that are not Lenders, ratably
according to the respective amounts of their Commitments), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement,
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred by
the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, to the extent that
the Administrative Agent is not reimbursed for such expenses by the Borrower.

            SECTION 7.06. Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Borrower and may be removed at any time with or without cause by the
Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent, which
successor Administrative Agent, so long as no Default has occurred and is
continuing, shall be approved by the Borrower, which approval shall not be
unreasonably withheld or delayed. If no successor Administrative Agent shall
have been so appointed by the Required Lenders in accordance with the
immediately preceding sentence, and shall have accepted such appointment, within
30 days after the retiring Administrative Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

            SECTION 7.07. Co-Agent. Each Lender hereby acknowledges that the
Co-Agent has no liability hereunder other than in its capacity as Lender.
<PAGE>   53
                                       49


                                  ARTICLE VIII

                                 MISCELLANEOUS

            SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (c) reduce the principal of, or interest on, the Revolving Credit
Notes or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any reduction of Commitment or for any payment of principal of, or
interest on, the Revolving Credit Notes or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Revolving Credit Notes, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder or (f) amend this Section 8.01; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement or any Note.

            SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied, telegraphed, telexed or delivered,
if to the Borrower, at its address at 6100 Oak Tree Boulevard, Cleveland, Ohio
44131, Attention: Secretary, with a copy to: Chief Financial Officer at such
address; if to any Initial Lender, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender, at its Domestic
Lending Office specified in the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Administrative Agent, at its address at Bank Loan
Syndications, 1 Court Square, Seventh Floor, Long Island City, New York, 11120,
Attention: Mr. Ed Volwinkel, with a copy to 399 Park Avenue, New York, New York
10043, Attention: Chemicals Department; or, as to the Borrower or the
Administrative Agent, at such other address as shall be designated by such party
in a written notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written notice to the
Borrower and the Administrative Agent. All such notices and communications
shall, when mailed, telecopied, telegraphed or telexed, be effective when
deposited in the mails, telecopied, delivered to the telegraph company or
confirmed by telex answerback, respectively, except that notices and
communications to the Administrative Agent pursuant to Article II, III or VII
shall not be effective until received by the Administrative Agent.
<PAGE>   54
                                       50


            SECTION 8.03. No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder or under any Note shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

            SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on
demand all costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and expenses of counsel for the Administrative Agent with respect thereto
and with respect to advising the Administrative Agent as to its rights and
responsibilities under this Agreement. The Borrower further agrees to pay on
demand all costs and expenses of the Administrative Agent and the Lenders, if
any (including, without limitation, reasonable counsel fees and expenses), in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement, the Notes and the other documents to be
delivered hereunder, including, without limitation, reasonable fees and expenses
of counsel for the Administrative Agent and each Lender in connection with the
enforcement of rights under this Section 8.04(a).

            (b) (i) The Borrower agrees to indemnify and hold harmless the
Administrative Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with (i) the Notes,
this Agreement, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries, in each case whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent such claim, damage,
loss, liability or expense resulted from such Indemnified Party's gross
negligence or willful misconduct. The Borrower also agrees not to assert any
claim against the Administrative Agent, any Lender, any of their Affiliates, or
any of their respective directors, officers, employees, attorneys and agents, on
any theory of liability, for special or indirect damages arising out of or
otherwise relating to the Notes, this Agreement, any of the transactions
contemplated herein or the actual or proposed use of the proceeds of the
Advances.
<PAGE>   55
                                       51


            (ii) Each Indemnified Party shall, promptly after becoming aware of
      any actual or threatened action or claim against such Indemnified Party in
      respect of which indemnification may be sought against the Borrower
      pursuant to this Section 8.04(b), notify the Borrower in writing of such
      action or claim. In case any such action shall be brought against any
      Indemnified Party and such Indemnified Party shall notify the Borrower of
      the commencement thereof, the Borrower may participate therein or assume
      the defense thereof and after notice from the Borrower to such Indemnified
      Party of an election so to assume the defense thereof, such Indemnified
      Party shall cooperate fully, completely and promptly in the defense
      thereof, including without limitation, the settlement of outstanding
      claims, and the Borrower will not be liable to such Indemnified Party
      under this Section 8.04(b) for any legal or other expenses subsequently
      incurred by such Indemnified Party in connection with the defense thereof
      other than reasonable costs of investigation incurred with the consent of
      the Borrower, which consent shall not be unreasonably withheld or delayed;
      provided, however, that unless and until the Borrower so assumes the
      defense of any such action, the Borrower shall have the right to
      participate at its own expense in the defense of any such action to which
      it is a party. If the Borrower shall not have so assumed the defense of
      any such action or if any Indemnified Party shall have reasonably
      concluded that there may be defenses available to it or them which are
      different from or additional to those available to the Borrower (in which
      case the Borrower shall not have the right to direct the defense of such
      action on behalf of such Indemnified Party), legal and other expenses
      incurred by such Indemnified Party shall be borne by the Borrower;
      provided that the Borrower shall be liable only for the expenses of a
      single legal counsel for all Indemnified Parties in connection with any
      single action. Notwithstanding the foregoing, the Borrower shall not be
      liable for any settlement of any action or claim effected without its
      consent.

            (iii) The Borrower will not settle or compromise or consent to the
      entry of any judgment in any pending or threatened claim, action, suit or
      proceeding in respect of which indemnification has been sought hereunder
      (whether or not an Indemnified Party is a party to such claim, action,
      suit or proceeding) without the prior written consent of the
      Administrative Agent, unless such settlement, compromise or consent
      includes an unconditional release of the Administrative Agent and each
      Indemnified Party from all liability arising from such claim, action, suit
      or proceeding.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance or LIBO Rate Advance is made by the Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10
or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, the Borrower shall, upon demand by such Lender (with a
copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of
<PAGE>   56
                                       52


such payment or Conversion, including, without limitation, any loss (including
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance.

            (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

            SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its Affiliates is hereby
authorized at any time that payment owed to such Lender is not made by the
Borrower to the Administrative Agent when due and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Affiliate to or for
the credit or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement and the Note held
by such Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify the Borrower after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender and its
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Lender and
its Affiliates may have.

            SECTION 8.06. Binding Effect. This Agreement shall become effective
(other than Sections 2.01 and 2.03, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Administrative Agent and when
the Administrative Agent shall have been notified by each Initial Lender that
such Initial Lender has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and each Lender
and their respective successors and assigns, except that the Borrower shall not
have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.

            SECTION 8.07. Assignments and Participations. (a) Each Lender may
and, if demanded by the Borrower (following a demand by such Lender pursuant to
Section 2.11 or Section 2.14) upon at least 20 Business Days' notice to such
Lender and the Administrative Agent, will assign to one or more Persons all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Revolving Credit Advances
owing to it and the Revolving Credit Note or Notes held by it); provided,
however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of
<PAGE>   57
                                       53


all rights and obligations under this Agreement (other than any right to make
Competitive Bid Advances or Competitive Bid Advances owing to it), (ii) except
in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Commitment of the assigning
Lender being assigned pursuant to each such assignment (determined as of the
date of the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each
such assignment made as a result of a demand by the Borrower pursuant to this
Section 8.07(a) shall be arranged by the Borrower after consultation with the
Administrative Agent and shall be either an assignment of all of the rights and
obligations of the assigning Lender under this Agreement or an assignment of a
portion of such rights and obligations made concurrently with another such
assignment or other such assignments that together cover all of the rights and
obligations of the assigning Lender under this Agreement, (v) no Lender shall be
obligated to make any such assignment as a result of a demand by the Borrower
pursuant to this Section 8.07(a) unless and until such Lender shall have
received one or more payments from either the Borrower or one or more Eligible
Assignees in an aggregate amount at least equal to the aggregate outstanding
principal amount of the Advances owing to such Lender, together with accrued
interest thereon to the date of payment of such principal amount and all other
amounts payable to such Lender under this Agreement and (vi) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Revolving Credit Note subject to such assignment and a processing and
recordation fee of $3,000. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall,to the extent that rights
and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

            (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
<PAGE>   58
                                       54


pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01(e) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

            (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Revolving Credit Note a new Note to the order of such Eligible Assignee in an
amount equal to the Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment hereunder, a
new Revolving Credit Note to the order of the assigning Lender in an amount
equal to the Commitment retained by it hereunder. Such new Revolving Credit Note
or Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Revolving Credit Note or Notes, shall be
dated the effective date of such Assignment and Acceptance and shall otherwise
be in substantially the form of Exhibit A-1 hereto.

            (d) The Administrative Agent shall maintain at its address referred
to in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Advances owing
to, each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.
<PAGE>   59
                                       55


            (e) Each Lender may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

            (f) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender.

            (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances
owing to it and the Note or Notes held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.

            SECTION 8.08. Confidentiality. Neither the Administrative Agent nor
any Lender shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to the Administrative Agent's or such
Lender's Affiliates and their officers, directors, employees, agents and
advisors and to actual or prospective assignees and participants, and then only
on a confidential basis, (b) as required by any law, rule or regulation or
judicial process, (c) to any rating agency when required by it, provided that,
prior to any such disclosure, such rating agency shall undertake to preserve the
confidentiality of any Confidential Information relating to the Borrower
received by it from such Lender and (d) as requested or required by any state,
federal or foreign authority or examiner regulating banks or banking.
<PAGE>   60
                                       56


            SECTION 8.09. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

            SECTION 8.11. Jurisdiction. Etc. (a) Each of the parties hereto
hereby 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 the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that 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 or the Notes
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.

            SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Administrative Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action,
<PAGE>   61
                                       57


proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the Notes or the actions of the
Administrative Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        THE GEON COMPANY


                                        By 
                                          --------------------------------
                                          Title: Asst. Secretary


                                        CITIBANK, N.A.,
                                         as Administrative Agent


                                        By 
                                          --------------------------------
                                          Title: Vice President


                                        NATIONSBANK OF NORTH
                                         CAROLINA, N.A., as
                                         Co-Agent


                                        By
                                          --------------------------------
                                          Title: Assistant Vice President

                                 Initial Lenders

Commitment
$23,075,000                             CITIBANK, N.A.

                                        By 
                                          --------------------------------
                                          Title: Vice President
<PAGE>   62
                                       58


$22,425,000                        NATIONSBANK OF NORTH
                                    CAROLINA, N.A.


                                   By
                                     --------------------------------
                                     Title: Assistant Vice President

$16,250,000                        BANK OF MONTREAL


                                   By 
                                     --------------------------------
                                     Title: Director, U.S. Corporate Banking

$16,250,000                        THE BANK OF NEW YORK


                                   By 
                                     --------------------------------
                                     Title: Vice President

$16,250,000                        CANADIAN IMPERIAL BANK OF
                                    COMMERCE


                                   By
                                     --------------------------------
                                     Title: Authorized Signatory

$16,250,000                        MORGAN GUARANTY TRUST
                                    COMPANY OF NEW YORK


                                   By 
                                     --------------------------------
                                     Title: Vice President
<PAGE>   63
                                       59


$9,750,000                         NBD BANK, N.A.

                                   By
                                     --------------------------------
                                     Title: V.P.

$9,750,000                         NATIONAL CITY BANK

                                   By 
                                     --------------------------------
                                     Title: Vice President

$130,000,000      Total of the Commitments