<PAGE>   1
                                                                Exhibit 10.8(b)

                          AMENDMENT NUMBER 2 TO THE
                              CREDIT AGREEMENT

                        Dated as of November 9, 1995

                 AMENDMENT NUMBER 2 TO THE CREDIT AGREEMENT among The Geon
Company, a Delaware corporation (the "BORROWER"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "Lenders"), Citibank, N.A. ("Citibank") as
administrative agent (the "ADMINISTRATIVE AGENT") for the Lenders, and
NationsBank of North Carolina, N.A. as co-agent (the "CO-AGENT") thereunder.

                 PRELIMINARY STATEMENTS:

                 (1)   The Borrower, the Lenders, the Administrative Agent and
the Co-Agent have entered into a Credit Agreement dated as of August 16, 1994
and the amendment thereto dated as of December 8, 1994 (such Credit Agreement,
as so amended and as otherwise supplemented or modified through the date
hereof, the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.

                 (2)      The Borrower and the Lenders have agreed to further
amend the Credit Agreement as hereinafter set forth.

                 SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit
Agreement is, effective as of the date hereof, hereby amended as follows:

                 (a)      The definition of "APPLICABLE MARGIN" in Section 1.01
         is amended by deleting the table in clause (ii) thereof and
         substituting therefor the following:
<PAGE>   2
                                       2

<TABLE>
<CAPTION>
         Public Debt Rating                        Usage                             Applicable Margin
           S&P/Moody's/                                                                     for
           Duff & Phelps                                                              Eurodollar Rate
                                                                                         Advances
         ==============================================================================================
         <S>                                       <C>                               <C>
         Level 1                                   < 50%                             0.150%
         A-/A3/A- or above                         -
                                       ----------------------------------------------------------------
                                                   > 50%                             0.250%
         ----------------------------------------------------------------------------------------------
         Level 2                                   < 50%                             0.1875%
         BBB+/Baa1/BBB+                            -
                                       ----------------------------------------------------------------
                                                   > 50%                             0.2625%
         ----------------------------------------------------------------------------------------------
         Level 3                                   < 50%                             0.270%
         BBB/Baa2/BBB                              -
                                       ----------------------------------------------------------------
                                                   > 50%                             0.350%
         ----------------------------------------------------------------------------------------------
         Level 4                                   < 50%                             0.2625%
         BBB-/Baa3/BBB-                            -
                                       ----------------------------------------------------------------
                                                   > 50%                             0.3375%
         ----------------------------------------------------------------------------------------------
         Level 5                                   < 50%                             0.500%
         BB+/Ba1/BB+                               -
                                       ----------------------------------------------------------------
                                                   > 50%                             0.625%
         ----------------------------------------------------------------------------------------------
         Level 6                                   < 50%                             0.750%
         BB/Ba2/BB                                 -
                                       ----------------------------------------------------------------
                                                   > 50%                             0.875%
         ==============================================================================================
</TABLE>


         (b)  The definition of "APPLICABLE PERCENTAGE" in Section 1.01 is
amended by deleting the table in clause (ii) thereof and substituting therefor
the following:
<PAGE>   3
                                      3

<TABLE>
<CAPTION>
         Public Debt Rating                        Applicable
         S&P/Moody's/Duff &                        Percentage
         Phelps
         =====================================================
         <S>                                       <C>
         Level 1                                   0.100%
         A-/A3/A- or above
         -----------------------------------------------------
         Level 2                                   0.125%
         BBB+/Baa1/BBB+
         -----------------------------------------------------
         Level 3                                   0.150%
         BBB/Baa2/BBB
         -----------------------------------------------------
         Level 4                                   0.225%
         BBB-/Baa3/BBB-
         -----------------------------------------------------
         Level 5                                   0.375%
         BB+/Ba1/BB+
         -----------------------------------------------------
         Level 6                                   0.375%
         BB/Ba2/BB
         =====================================================
</TABLE>

         (c)  Section 1.01 is amended by adding the following new definitions
in appropriate alphabetical order:

              "'BORROWED DEBT/EBITDAR RATIO' means, as of any date, the ratio
         computed by dividing (a) Borrowed Debt of the Borrower and its
         subsidiaries on a Consolidated basis as of such date by (b) EBITDAR of
         the Borrower and its subsidiaries on a Consolidated basis for the four
         consecutive fiscal quarters of the Borrower most recently ended as of
         such date."

              "'EBITDAR' means, for any period, net income (or net loss) PLUS
         the sum of (a) interest expense, (b) income tax expense, (c)
         depreciation expense, (d) amortization expense and (e) rental expense
         incurred in connection with the LaPorte Financing, in each case
         determined in accordance with GAAP for such period."

         (d)  The definition of "INTEREST COVERAGE RATIO" in Section 1.01 is
amended in full to read as follows:

              "'INTEREST COVERAGE RATIO' means, with respect to any fiscal
         quarter, the ratio of FBITDA of the Borrower and its subsidiaries on a
         Consolidated basis 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. "

         (e)  The definition of "LAPORTE FINANCING" in Section 1.01 is amended
in full to read as follows:
<PAGE>   4
                                       4
        
                "'LAPORTE FINANCING' means, collectively, the transactions
        contemplated by (i) the Amended and Restated Participation Agreement
        dated as of November 9, 1995 (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)."

        (f)     The definition of "TERMINATION DATE" in Section 1.01 is amended
by deleting "August 16,1999" therein and substituting therefor "November 9,
2000".

        (g)     Section 2.05(b) is amended in full to read as follows:

                "(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:

<TABLE>
<CAPTION>
                     Date                                    Amount  
                     ----                                    ------  
                <S>                                       <C>        
                December 31,1997                          $25,000,000
                                                                     
                December 31,1998                          $55,000,000
</TABLE>

        PROVIDED that if the Borrower or any of its Subsidiaries consummates an
        issuance of public debt in an aggregate principal amount equal to or
        greater than $100,000,000 (the "TRIGGER EVENT"), then (1) if the Trigger
        Event occurs before December 31, 1998, the Commitments of the Lenders
        shall be reduced ratably (A) if the Trigger Event occurs before December
        31, 1997, by $30,000,0000 or (B) if the Trigger Event occurs on or after
        December 31, 1997 and before December 31, 1998, by $5,000,000 (after
        giving effect to the reduction described above of $25,000,000 on
        December 31, 1997) and, in the case of a reduction under clause (A) or
        (B), no reduction of the Commitments under this Section 2.05(b) shall be
        required thereafter or (2) if the Trigger Event occurs on or after
        December 31, 1998, the Commitments of the Lenders (after giving effect
        to the reductions described above of $25,000,000 on December 31, 1997
        and $55,000,000 on December 31, 1998) shall be increased ratably so that
        the aggregate amount of the Commitments shall be $100,000,000
        immediately after such increase."

        (h)     Section 5.03 is amended in full to read as follows:
                        
                                "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 6:1.
<PAGE>   5
                                       5

                                (b)  BORROWED DEBT/EBITDAR RATIO. Maintain a
                        Borrowed Debt/EBITDAR Ratio of not more than 3.5:1.

                                (c)  MINIMUM RETAINED EARNINGS. Either (i) for
                        each fiscal quarter, maintain retained earnings equal to
                        or exceeding $150,000,000 or (ii) for any period of four
                        consecutive fiscal quarters, not incur net losses in
                        excess of $50,000,000."

         SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when, on or before
November 9, 1995 the Administrative Agent shall have received counterparts of
this Amendment executed by the Borrower and all of the Lenders or, as to any of
the Lenders, advice satisfactory to the Administrative Agent that such Lender
has executed this Amendment. This Amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.

         SECTION 3. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
NOTES. (a) On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
to "the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.

         (b)    The Credit Agreement and the Notes, as specifically amended by
this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.

         (c)    The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.

         SECTION 4. COSTS, EXPENSES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section
8.04 of the Credit Agreement.

         SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment 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 but one
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                                       6

and the same agreement. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.

         SECTION 6. GOVERNING LAW . This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

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

                                     THE GEON COMPANY                     
                                                                          
                                                                          
                                     By 
                                        -----------------------------------
                                        Title: Assistant Treasurer
                                                                          
                                     CITIBANK, N.A.,                      
                                     as Administrative Agent and as Lender
                                                                          
                                                                          
                                     By 
                                        -----------------------------------
                                        Title: Vice President
                                                                          
                                     NATIONSBANK OF NORTH                 
                                     CAROLINA, N.A., as Co-Agent          
                                     and as Lender                        
                                                                          
                                                                          
                                     By 
                                        -----------------------------------
                                        Title: Senior Vice President
                                                                          
                                     BANK OF MONTREAL                     
                                                                          
                                                                          
                                     By 
                                        -----------------------------------
                                        Title: Director


<PAGE>   7
                                       7

                                     THE BANK OF NEW YORK                  
                                                                           
                                                                           
                                     By 
                                        -----------------------------------
                                        Title: Vice President              
                                                                           
                                                                           
                                     CANADIAN IMPERIAL BANK OF             
                                     COMMERCE                              
                                                                           
                                                                           
                                     By 
                                        -----------------------------------
                                        Title: Assistant Vice President    
                                                                           
                                     MORGAN GUARANTY TRUST                 
                                     COMPANY OF NEW YORK                   
                                                                           
                                                                           
                                     By 
                                        -----------------------------------
                                        Title: Vice President              
                                                                           
                                                                           
                                     NBD BANK, N.A.                        
                                                                           
                                                                           
                                     By 
                                        -----------------------------------
                                        Title: Vice President              
                                                                           
                                                                           
                                     NATIONAL CITY BANK                    
                                                                           
                                                                           
                                     By 
                                        -----------------------------------
                                        Title: Sr. Vice President