<PAGE>   1
                                                                 EXHIBIT 10.11



               SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT



                          dated as of December 19, 1996



                                      among



                                THE GEON COMPANY,


                                 1994 VCM INC.,


                     STATE STREET BANK AND TRUST COMPANY OF
                       CONNECTICUT, NATIONAL ASSOCIATION,
                    not in its individual capacity except as
                 expressly stated herein, but solely as Trustee,


                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                  AS PURCHASERS


                                       and


                                 CITIBANK, N.A.,
                                    as Agent

<PAGE>   2
                                TABLE OF CONTENTS


                                                                     Page
                                                                     ----

PRELIMINARY STATEMENT .................................................1


ARTICLE I.        FINANCING ...........................................5

   SECTION 1.01.    Agreement to Issue and Purchase....................5
   SECTION 1.02.    Closing Dates......................................5
   SECTION 1.03.    Simultaneous Closing Transactions..................6
   SECTION 1.03A.   Simultaneous Refinancing Transactions..............7
   SECTION 1.04.    Procedures for HCL Fundings;
                         Requisitions..................................7


ARTICLE II.         CONDITIONS PRECEDENT..............................11

   SECTION 2.01.    Conditions Precedent to the Second
                          Refinancing.................................11
   SECTION 2.02.    Conditions Precedent to Fundings
                          Subsequent to the Second Refinancing
                          Date........................................17


ARTICLE III.        REFINANCING OF INTERIM NOTES (HCL SERIES).........19

   SECTION 3.01.    Refinancing of Interim Notes (HCL Series).........19
   SECTION 3.02.    Conditions Precedent to Final Completion
                          Date........................................20


ARTICLE IV.         REPRESENTATIONS AND WARRANTIES....................21

   SECTION 4.01.    Company Representations and Warranties............21
   SECTION 4.02.    SSBTC Financing Closing Date
                          Representations and Warranties..............29
   SECTION 4.03.    Second Refinancing Date SSBTC
                          Representations and Warranties..............31


ARTICLE V.          COVENANTS.........................................32

   SECTION 5.01.    Company's Covenants...............................32


ARTICLE VI.         THE NOTES AND THE CERTIFICATES....................37

   SECTION 6.01.    Determination of Rates............................37
   SECTION 6.02.    Assignments and Participations....................40
   SECTION 6.03.    Taxes.............................................45
   SECTION 6.04.    Substitution of Purchaser.........................48
   SECTION 6.05.    Sharing of Payments, Etc..........................49

                                       i
<PAGE>   3
                                                                     Page
                                                                     ----

   SECTION 6.06.    Tax Treatment.....................................50


ARTICLE VII.        EVENTS OF DEFAULT AND UNWIND EVENTS...............51

   SECTION 7.01.    Events of Default.................................51
   SECTION 7.02.    Remedies upon an Event of Default.................54
   SECTION 7.03.    Unwind Events.....................................55
   SECTION 7.04.    Remedies upon an Unwind Event.....................55
   SECTION 7.05.    Residual Guaranty and Return Conditions...........55


ARTICLE VIII.       THE AGENT.........................................58

   SECTION 8.01.    Authorization and Action..........................58
   SECTION 8.02.    Agent's Reliance, Etc.............................58
   SECTION 8.03.    Citicorp and Affiliates...........................59
   SECTION 8.04.    Purchaser Credit Decision.........................59
   SECTION 8.05.    Indemnification...................................60
   SECTION 8.06.    Successor Agent...................................60


ARTICLE IX.         MISCELLANEOUS.....................................61

   SECTION 9.01.    Survival..........................................61
   SECTION 9.02.    Notices...........................................61
   SECTION 9.03.    Severability......................................62
   SECTION 9.04.    Amendments, Etc...................................62
   SECTION 9.05.    Headings..........................................63
   SECTION 9.06.    Compliance Responsibility.........................63
   SECTION 9.07.    Definitions.......................................63
   SECTION 9.08.    Benefit...........................................63
   SECTION 9.09.    Place of Payment..................................63
   SECTION 9.10.    Counterparts......................................64
   SECTION 9.11.    Governing Law and Jurisdiction....................64
   SECTION 9.12.    Time; Business Day................................65
   SECTION 9.13.    The Trustee.......................................65
   SECTION 9.14.    Transaction Costs; Facility Fees..................65
   SECTION 9.15.    INDEMNIFICATION...................................67
   SECTION 9.16.    Operative Documents; Further Assurances...........70
   SECTION 9.17.    Confidentiality...................................71
   SECTION 9.18.    Interest..........................................71
   SECTION 9.19.    Waiver of Trial by Jury...........................74
   SECTION 9.20.    Options...........................................74
   SECTION 9.21.    Financial Advisor.................................75
   SECTION 9.22.    Securities Representation.........................75
   SECTION 9.23.    UNENFORCEABILITY OF ORAL AGREEMENTS;
                          (TEXAS STATUTORY LANGUAGE)..................75
   SECTION 9.24.    Amendment and Restatement.........................76

                                       ii

<PAGE>   4
Schedule I              - Manner of Payment and Communications to
                             Parties
Schedule II             - Rating Level Pricing Grid
Schedule
   4.01(e)              - Litigation
Schedule
   4.01(l)              - Existing Encumbrances
Appendix A              - Definitions
Exhibit A               - Form of Requisition
Exhibit B               - Form of Final Completion Certificate
Exhibit C               - Form of Independent Engineer's Certificate
Exhibit D               - Approved Construction Budget
Exhibit E               - Construction Schedule
Exhibit F               - Feedstock Pipeline Agreement

                                       iii

<PAGE>   5
                  SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as
of December 19, 1996 (as it may be further amended from time to time, this
"Agreement"), by and among The Geon Company, a Delaware corporation (the
"Company"); 1994 VCM Inc., a corporation organized under the laws of Texas
("VCMI"); State Street Bank and Trust Company of Connecticut, National
Association, a national banking association ("SSBTC") and the wholly-owned
subsidiary of State Street Bank and Trust Company ("State Street"), not in its
individual capacity except as expressly stated herein, but solely as Trustee
under the Declaration (herein, together with any successor trustee under the
Declaration, the "Trustee"); the financial institutions named as purchasers on
Schedule I hereto, and/or any assignee thereof who may, from time to time,
become a party to this Agreement pursuant to the terms hereof (collectively, the
"Purchasers"); and Citibank, N.A. ("Citibank"), in its capacity as agent for the
Purchasers hereunder. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings set forth in Appendix A hereto.

                              Preliminary Statement

                  A. The Company, VCMI, SSBTC, the Purchasers and Citibank are
parties to the Participation Agreement (the "Original Agreement") dated as of
August 16, 1994, which was amended and restated as of November 9, 1995 (the
"First Restated Agreement").

                  B. The Company is the record owner of certain parcels of land
(collectively, the "Parcel") described on Schedule A to the Ground Lease as
hereinafter defined located in LaPorte, Texas. On the Financing Closing Date and
the First Refinancing Date, VCMI acquired from the Company certain
work-in-process and thereafter constructed improvements (i) to a vinyl chloride
monomer plant and related facilities (collectively, the "Plant") and (ii) to a
chlorine unloading facility (the "Chlorine Facility") and certain other
improvements, in each case located primarily on the Parcel, which improvements
are more fully described in the Bills of Sale referred to below (the "Initial
Improvements"). The Initial Improvements together with all structures,
buildings, fixtures and other improvements located on the Parcel on or after the
Financing Closing Date, all integral equipment located thereon or therein on or
after the Financing Closing Date, and certain other improvements located on
adjacent parcels owned by the Company, all as more fully described on Exhibit A
to the Agency Agreement dated as of August 16, 1994, as amended and restated as
of November 9, 1995 (the "Original Agency
<PAGE>   6

Agreement"), are collectively defined as the "Original Improvements". On the
Financing Closing Date and on the First Refinancing Date, respectively, VCMI
acquired from the Company title to the Initial Improvements pursuant to several
deeds and bills of sale (the "Bills of Sale"). VCMI and the Company entered into
a ground lease dated as of August 16, 1994, which was amended and restated as of
November 9, 1995 (the "Original Ground Lease"), pursuant to which the Company
leased certain portions of the Parcel to VCMI for a term expiring on August 15,
2034 and granted VCMI certain easements necessary for the operation of the
Property, and VCMI granted the Company certain easements necessary for the
operation of the Company Plant. VCMI's rights and interests in the Parcel (the
"Ground Lease Property") and in the easements granted under the Ground Lease and
the ownership interest in the Improvements (as hereinafter defined) are
sometimes collectively referred to herein as the "Property". VCMI subleased
certain portions of the Ground Lease Property and leased the Improvements
(including the Initial Improvements) to the Company pursuant to a lease dated as
of August 16, 1994, as amended as of December 1, 1994 and as amended and
restated as of November 9, 1995 (the "Original Lease").

                  C. The Company, acting as VCMI's Construction Agent under the
Original Agency Agreement, completed the construction of the Original
Improvements on June 10, 1996.

                  D. To finance VCMI's acquisition of the Property and the
completion of the construction of the Improvements, the Trustee has issued to
the Certificate Purchasers the Original Certificates and issued to the Note
Purchasers the Original Interim Notes pursuant to a declaration of trust dated
as of August 16, 1994, as amended and restated as of November 9, 1995 (the
"Original Declaration of Trust"). On June 10, 1996, the Original Interim Notes
were refinanced by the issuance of A-Notes (the "Original A-Notes") and B-Notes
(the "Original B-Notes") in an aggregate principal amount equal to the then
outstanding principal balance of the Original Interim Notes.

                  E. On (i) the Financing Closing Date, the Trustee loaned to
VCMI the aggregate proceeds of the Initial Advance and the Initial Investment
and (ii) the date of each subsequent Advance and Investment, the Trustee loaned
or, from and after the date hereof, shall loan to VCMI the aggregate proceeds of
such Advance and Investment pursuant to a credit agreement dated as of August
16, 1994, as amended and restated as of November 9, 1995, between the Trustee
and VCMI (the "Original VCMI Loan Agreement" and, as 

                                       2
<PAGE>   7
amended and restated, the "VCMI Loan Agreement"). In consideration therefor,
VCMI executed and delivered to the Trustee on the First Refinancing Date
promissory notes evidencing such indebtedness dated as of November 9, 1995
(collectively, the "Original VCMI Note") and, as security for the Original VCMI
Note, mortgages, deeds of trust, security agreements, financing statements and
assignments of rents (collectively, the "Original VCMI Mortgage").

                  F. The Company also entered into a guaranty agreement dated as
of August 16, 1994, which was confirmed by the Company as of November 9, 1995
(the "Instrument Guaranty") pursuant to which the Company guarantees repayment
by the Trustee of the Instruments to the extent provided therein.

                  G. In addition, the Company entered into a services agreement
(the "Original Services Agreement") dated as of August 16, 1994 (as the same may
be amended from time to time, the "Services Agreement") pursuant to which it
will be obligated to provide certain services to VCMI and with respect to the
Property in the event the Company does not purchase the Property at the
expiration or other termination of the Lease.

                  H. In connection with SSBTC's performance of its obligations
under the Original Agreement and under the other Original Operative Documents,
State Street executed a guaranty dated as of August 16, 1994, which was
confirmed by State Street as of November 9, 1995 (as the same may be amended
from time to time, the "State Street Guaranty").

                  I. On the Second Refinancing Date (as defined below), VCMI
will acquire title to the work-in-process for the construction of a hydrogen
chloride reactor (the "HCL Facility") and associated support systems (together
with the HCL Facility, the "HCL Improvements") pursuant to a deed and bill of
sale dated as of the date hereof (the "HCL Bill of Sale"). The HCL Improvements
together with the Original Improvements are collectively referred to herein and
in the other Operative Documents as the "Improvements". Simultaneously
therewith, VCMI and the Company will enter into an amended and restated ground
lease dated as of the date hereof (as the same may be further amended from time
to time, the "Ground Lease") pursuant to which, inter alia, the Company will
grant VCMI (i) a leasehold estate in an additional portion of the Parcel as
described on Schedule D to the Ground Lease (the "HCL Parcel") and (ii) certain
easements necessary for the construction and operation of the HCL Facility.

                                       3
<PAGE>   8

                  J. The Company will also amend and restate the Original Lease
to (i) include the HCL Improvements and the HCL Parcel in the Property leased
pursuant thereto and (ii) extend the term thereof to December 19, 2001 (as the
same may be further amended from time to time, the "Lease").

                  K. To finance (i) VCMI's acquisition of the HCL Facility and
(ii) the construction of the HCL Improvements, the Trustee will issue on the
Second Refinancing Date a Certificate (HCL Series) to each of the Certificate
Purchasers and an Interim Note (HCL Series) to each of the Note Holders pursuant
to an Amended and Restated Declaration of Trust dated as of the date hereof (as
the same may be further amended from time to time, the "Declaration" or
"Declaration of Trust"). In exchange for the Original A-Notes and Original
B-Notes, the Trustee will issue A-Notes and B-Notes reflecting the extension of
the Maturity Date to December 19, 2001.

                  L. Subject to the terms and conditions hereof and pursuant to
Requisitions, the Note Purchasers shall make HCL Advances, and the Certificate
Purchasers shall make HCL Investments, from time to time, for all amounts paid
or payable as Ground Lease Rent and as costs for the acquisition of the HCL
Improvements and the design, engineering, construction, operation, testing and
licensing of the HCL Improvements, as well as interest, distributions, fees and
expenses paid or payable on or with respect to the Interim Notes (HCL Series)
and Certificates (HCL Series), the Operative Documents (as they relate to the
HCL Improvements, the Interim Notes (HCL Series) or the Certificates (HCL
Series)) or otherwise related to the transactions contemplated hereby with
respect to the HCL Improvements (collectively, the "Actual HCL Project Costs").
Upon the Interim Note (HCL) Maturity Date, the Trustee shall refinance the
Interim Notes (HCL Series) through the issuance of a specified proportion of the
A-Notes and B-Notes, to be issued pursuant to the Declaration in the same
aggregate principal amount as the Interim Notes (HCL Series). The Instruments
will be issued, dated and will mature and be payable as provided in the
Declaration. The Instruments shall be entitled to the benefit of the Trust
Estate held pursuant to the Declaration.

                  M. To implement the transactions described above, the parties
have agreed to amend and restate the Original Agreement as provided herein, and
amend and restate certain of the other Original Operative Documents. VCMI and
the Company will enter into an agency agreement to provide for the construction
of the HCL Improvements (as the same

                                       4
<PAGE>   9

may be amended from time to time, the "Agency Agreement"). In addition, on the
Second Refinancing Date State Street will execute a confirmation of its guaranty
and the Company will execute and deliver an amended and restated instrument
guaranty (as amended, the "Instrument Guaranty"). In connection with the Second
Refinancing, VCMI will execute and deliver additional notes (collectively, with
the Original VCMI Note, as amended, the "VCMI Note") and a mortgage, deed of
trust, security agreement, financing statement and assignment of rents
(collectively, with the Original VCMI Mortgage, as amended, the "VCMI
Mortgage").

                  NOW, THEREFORE, in consideration of the agreements herein and
in the other Operative Documents and in reliance upon the representations and
warranties set forth herein and therein, the parties agree as follows:

                                   ARTICLE I.

                                    FINANCING

                  SECTION 1.01. Agreement to Issue and Purchase. (a) Subject to
the terms and conditions of this Article I and of Article II hereof, each of the
Note Purchasers hereby agrees to advance (which obligation to advance is several
and not joint and several) to the Agent in the manner provided in Section 1.04
below, from time to time, its Percentage of Actual HCL Project Costs, up to in
the aggregate, and in no case exceeding, its Interim Note (HCL) Commitment, and
the Trustee shall issue to each of the Note Purchasers on the Second Refinancing
Date, in consideration therefor, Interim Notes (HCL Series) in an aggregate
principal amount equal to the Interim Note (HCL) Commitment of such Note
Purchaser; and

                  (b) Subject to the terms and conditions of this Article I and
of Article II hereof, each Certificate Purchaser hereby agrees to make an
investment from time to time (the "HCL Investment") in the 1994 VCM Plant Trust
by paying to the Trustee an amount, up to in the aggregate, and in no case
exceeding, its Certificate (HCL) Commitment, and the Trustee shall issue to each
Certificate Purchaser, in consideration therefor, a Certificate (HCL Series) in
an aggregate stated amount equal to the Certificate (HCL) Commitment of such
Certificate Purchaser.

                  SECTION 1.02. Closing Dates. (a) The closing of the
transactions specified in Section 1.03 of this Agreement took place either on
August 16, 1994 (the "Financing Closing Date") or on November 9, 1995 (the
"First Refinancing Date")

                                       5
<PAGE>   10
at the offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New
York.

                  (b) The closing of the transactions specified in Section 1.03A
of this Agreement (the "Second Refinancing") shall take place on December 19,
1996 (or such earlier or later date to which the Company and the Agent may
agree), at the offices of Chadbourne & Parke LLP, 30 Rockefeller Plaza, New
York, New York (the "Second Refinancing Date").

                  SECTION 1.03. Simultaneous Closing Transactions. On the
Financing Closing Date or on the First Refinancing Date, as applicable, the
following transactions were consummated simultaneously:

                  (a) The Original Agreement, the Original Ground Lease, the
Original Agency Agreement, the Original Declaration of Trust, the Original
Lease, the Original Certificates, the Original Interim Notes, the Original
A-Notes, the Original B-Notes, the State Street Guaranty, the State Street
Guaranty Confirmation, the Original Instrument Guaranty, the Instrument Guaranty
Confirmation, the Bills of Sale, the Original Services Agreement, the Original
VCMI Note, the Original VCMI Loan Agreement and the Original VCMI Mortgage were
executed and delivered by the parties thereto.

                  (b) On the Financing Closing Date, each of the Note Purchasers
made an initial advance (each, an "Initial Advance") equal to its Percentage of
the difference of: Actual Project Costs incurred by the Trustee on or before the
Financing Closing Date in its acquisition of the Property minus the amount of
the Initial Investments and each of the Certificate Purchasers made an initial
investment (each, an "Initial Investment") each in accordance with the
applicable provisions of Section 1.04.

                  (c) On the Financing Closing Date, the Trustee loaned to VCMI
the aggregate proceeds of the Initial Investments and the Initial Advances. Such
loan was made under the Original VCMI Loan Agreement pursuant to which (i) the
Trustee directed the Agent to transfer all moneys received by the Agent from the
Advances and the Investment to an account held by the Agent in the name of VCMI
and (ii) VCMI directed the Agent to disburse such funds in accordance with the
Requisitions and the other Operative Documents.

                  (d) On the Financing Closing Date, the Agent, on behalf of
VCMI, paid or disbursed the aggregate sum of the Initial Investment and the
Initial Advance to the Company,

                                       6
<PAGE>   11

or as otherwise directed by the Construction Agent, by transfer of immediately
available funds in accordance with the Requisition for the Initial Investment
and the Initial Advance.

                  SECTION 1.03A. Simultaneous Refinancing Transactions. On the
Second Refinancing Date, subject to the satisfaction of the conditions set forth
in Section 2.03, the following transactions shall be consummated simultaneously:

                  (a) This Agreement, the Ground Lease, the Agency Agreement,
the Declaration, the Lease, the Certificates (HCL Series), the Interim Notes
(HCL Series), the A-Notes, the B-Notes, the Certificates, the State Street
Guaranty Confirmation, the Instrument Guaranty, the HCL Bill of Sale, the VCMI
Note, the VCMI Loan Agreement and the VCMI Mortgage shall be duly executed and
delivered by the parties thereto.

                  (b) Each of the Note Purchasers shall make a HCL Advance (the
"Initial HCL Advance") and each of the Certificate Purchasers shall make a HCL
Investment (the "Initial HCL Investment"), each in accordance with the
applicable provisions of Section 1.04.

                  (c) The Trustee shall loan to VCMI the aggregate proceeds of
the HCL Investments and the HCL Advances made on the Second Refinancing Date.
Such loan shall be made by means of the VCMI Loan Agreement pursuant to which
(i) the Trustee shall direct the Agent to transfer all moneys received by the
Agent from such HCL Advances and such HCL Investment to an account held by the
Agent in the name of VCMI and (ii) VCMI shall direct the Agent to disburse such
funds in accordance with the Requisitions and the other Operative Documents.

                  (d) The Agent, on behalf of VCMI, shall pay or disburse, or
cause to be paid or disbursed, the aggregate sum of the HCL Investments and the
HCL Advances made on the Refinancing Date to the Company, or as otherwise
directed by the Construction Agent by transfer of immediately available funds in
accordance with the Requisition for the Second Refinancing.

                  SECTION 1.04.  Procedures for HCL Fundings; Requisitions.

                  (a) Advances and Related Matters. (i) Subject to the
satisfaction of the conditions set forth in Section 2.01, with respect to the
Initial HCL Funding, Section 2.02,

                                       7
<PAGE>   12
with respect to each HCL Funding subsequent to the Initial HCL Funding (except
in the case of HCL Fundings made from time to time pursuant to Section 1.04(c)
hereof), (A) each Note Purchaser agrees to make an advance (each together with
the Initial HCL Advance, a "HCL Advance"), from time to time but not more
frequently than once per calendar month, in an amount equal to its Percentage of
Actual HCL Project Costs specified in any Requisition, up to an aggregate
principal amount equal to its Interim Note (HCL) Commitment; and (B) each
Certificate Purchaser agrees to make, in addition to its Initial HCL Investment,
a HCL Investment on or prior to the applicable Payment Date during the
Construction Period in an amount equal to, (i) in the case of the Initial HCL
Investment, its Initial Certificate (HCL) Commitment and (ii) in the case of
each other HCL Investment, its pro rata share of the Distributions payable on
the Certificates. Each Purchaser shall record the HCL Advances or HCL
Investments made by it on the payment schedule attached to its Interim Note (HCL
Series) or Certificate (HCL Series), as the case may be.

                  (ii) On the date specified for any HCL Funding, each Note and
Certificate Purchaser shall, before 10:00 A.M. (New York City time) make
available, or cause to be made available, to the Agent, on behalf of the
Trustee, an amount equal to the HCL Advance or HCL Investment, as the case may
be, to be made by it, at the Agent's address referred to in Schedule I hereto,
in immediately available funds. Upon the Agent's receipt of funds from the Note
and Certificate Purchasers for such HCL Funding and upon fulfillment of the
applicable conditions set forth in Article II, the Agent, pursuant to the VCMI
Loan Agreement, will make distributions and payments of interest due hereunder
and will make the remaining funds representing such HCL Funding available for
credit to and upon the instructions of the Construction Agent (or the Company,
or as otherwise directed by the Construction Agent, in the case of the Initial
HCL Funding) in immediately available funds in accordance with the Requisition
for such HCL Funding.

                  (iii) No Note Purchaser shall have any obligation to make any
HCL Advance for any amount in excess of the lesser of (A) its aggregate Interim
Note (HCL) Commitment or (B) its Percentage of the difference between (1) the
aggregate of the Actual HCL Project Costs (less the amount of the HCL
Investment) set forth in the Approved Construction Budget and (2) the aggregate
of all prior HCL Advances made by the Note Purchasers. No Certificate Purchaser
shall have any obligation to make a HCL Investment in excess of its Certificate
(HCL) Commitment.

                                       8
<PAGE>   13

                  (iv) The Company acknowledges that if it, as the Construction
Agent, does not provide to the Agent all necessary documentation required
hereunder on a timely basis, delays may result in the making of the HCL Advances
and the HCL Investment. The Agent shall have no duty to verify the authenticity
of any signature appearing on any Requisition other than to compare it with
incumbency certificates provided by the Company listing Officers of the Company
authorized to execute Requisitions.

                  (v) Unless the Agent shall have received notice from a Note
Purchaser prior to the date of any HCL Advance that such Note Purchaser will not
make available to the Agent its HCL Advance, the Agent may assume that such Note
Purchaser has made its funds available to the Agent on such date in accordance
with this Section 1.04(a) and the Agent may, in reliance upon such assumption,
make available to the Construction Agent (or in the case of the Initial HCL
Advance, the Company or as otherwise directed by the Construction Agent) on such
date a corresponding amount. If and to the extent that such Note Purchaser shall
not have so made such HCL Advance available to the Agent on such date, such Note
Purchaser agrees to repay the Agent forthwith on demand by the Agent such
corresponding amount, together with interest thereon, for each day from the date
such amount is made available to the Construction Agent (or in the case of the
Initial HCL Advance, the Company or as otherwise directed by the Construction
Agent), until the date such amount is repaid to the Agent, at the Federal Funds
Rate. If such Note Purchaser shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Note Purchaser's funding of its HCL
Advance for purposes of this Agreement.

                  (vi) The failure of any Purchaser to make the HCL Advance or
HCL Investment, as the case may be, to be made by it shall not relieve any other
Purchaser of its obligation, if any, hereunder to make its HCL Advance or HCL
Investment, but no Purchaser shall be responsible for the failure of any other
Purchaser to make the HCL Advance or HCL Investment to be made by such other
Purchaser on the date of any HCL Funding.

         (b) Requisitions. Not less than five (5) Business Days (or three (3)
Business Days in the case of the Second Refinancing) prior to the day on which a
HCL Funding is desired, the Construction Agent must submit to the Agent, with a
copy to the Trustee, a requisition (each, a "Requisition") substantially in the
form attached as Exhibit A hereto. The Agent will give notice of such

                                       9
<PAGE>   14
Requisition to the Note Purchasers, the Trustee and, if such Requisition is for
the Second Refinancing, to the Certificate Purchasers not less than five (5)
Business Days (or three (3) Business Days in the case of the Second Refinancing)
prior to the date of the HCL Funding requested therein. Such notice by the Agent
shall specify the amount of the HCL Advance or HCL Investment, as the case may
be, to be made by each Purchaser. Each Requisition (i) shall be irrevocable,
(ii) must request a HCL Funding of at least $200,000 or such lesser amount as
shall be equal to the total aggregate principal and stated amount of the unused
Total HCL Commitment available at such time, and (iii) shall request that the
Purchasers make HCL Advances and/or the HCL Investment, as the case may be, for
Actual HCL Project Costs incurred as specified in the Requisition. Each
Requisition shall constitute a representation and warranty by the Company that
all the conditions precedent to such HCL Funding have been satisfied (except as
specifically identified in such Requisition).

                  (c) Certain HCL Advances and HCL Investments. It is intended
that all interest on the Interim Notes (HCL Series), commitment fees and other
fees and expenses of the Note Purchasers due hereunder in connection with the
acquisition, construction and installation of the HCL Improvements prior to the
Interim Note (HCL) Maturity Date shall be paid from HCL Advances and that all
Distributions on the Certificates (HCL Series) due hereunder prior to the
Interim Note (HCL) Maturity Date shall be paid from HCL Investments. No
Requisition shall be necessary to permit the Agent to request the Note
Purchasers to make HCL Advances for the account of any or all Note Purchasers,
to pay amounts for interest on the Interim Notes (HCL Series) or Facility Fees
due to such Note Purchasers hereunder on or prior to the Interim Note (HCL)
Maturity Date, or to request the Certificate Purchasers to make HCL Investments
for the account of any or all Certificate Purchasers, to pay amounts for
distributions on the Certificates (HCL Series) prior to the Interim Note (HCL)
Maturity Date provided, however, that the Purchasers shall make such HCL
Advances or HCL Investments, as the case may be, only (i) after the Agent has
notified the Purchasers and the Company of the date and the Applicable Rate set
for such HCL Funding and the amounts thereof due and owing and unpaid to be made
by each such Purchaser and (ii) on a Payment Date. Notwithstanding anything to
the contrary contained in this Agreement, HCL Advances and HCL Investments shall
be limited in the aggregate to the Actual HCL Project Costs, up to each Note
Purchaser's Interim Note (HCL) Commitment plus each Certificate Purchaser's
Certificate (HCL) Commitment.

                                       10
<PAGE>   15

                                   ARTICLE II.

                              CONDITIONS PRECEDENT

                  SECTION 2.01. Conditions Precedent to the Second Refinancing.
The obligations set forth in Article I (excluding Section 1.03) shall be subject
to the fulfillment, to the satisfaction of the Agent, on or before the Second
Refinancing Date, of the following conditions precedent:

                  (a) Due Authorization, Execution and Delivery. The Operative
Documents shall have been duly authorized, executed and delivered by all parties
thereto and shall be in full force and effect. No condition or event shall exist
or have occurred which would constitute a Default or Event of Default under any
of the Operative Documents or the Original Operative Documents by any party
thereto and the Trustee and the Company shall each have delivered an Officer's
Certificate to such effect dated the Second Refinancing Date.

                  (b) Representations. The representations and warranties of
each of the Company and SSBTC, respectively, set forth in the Operative
Documents shall be true and correct on and as of the Second Refinancing Date or,
as applicable, on and as of the date specified in such representation or
warranty, and the Company and SSBTC shall each have delivered an Officer's
Certificate dated the Second Refinancing Date to such effect as to their
respective representations and warranties.

                  (c) Opinions. The following opinions, dated the Second
Refinancing Date and addressed to the parties indicated below, shall have been
delivered:

                          (i) an opinion of the General Counsel to the Company,
         addressed to the Agent, the Note and Certificate Purchasers, VCMI and
         the Trustee, and in form and substance satisfactory to the Agent and
         Special Counsel;

                         (ii) an opinion of Chadbourne & Parke LLP, special
         counsel to the Agent and the Note and Certificate Purchasers, addressed
         to the Agent, the Note and Certificate Purchasers, VCMI and the
         Trustee, as to matters of New York law and in form and substance
         satisfactory to the Agent and Special Counsel;

                                       11
<PAGE>   16
                        (iii) an opinion of Hughes & Luce, special counsel to
         the Agent and the Note and Certificate Purchasers, addressed to the
         Agent, the Note and Certificate Purchasers, VCMI and the Trustee, as to
         matters of Texas law, and in form and substance satisfactory to the
         Agent and Special Counsel;

                         (iv) an opinion of Bingham, Dana & Gould, special
         counsel to the Trustee ("Trustee's Counsel"), addressed to the Agent,
         the Note and Certificate Purchasers, VCMI and the Company, and in form
         and substance reasonably satisfactory to the Agent, the Company and
         Special Counsel; and

                          (v) such other opinions of counsel as the Agent and
         the Special Counsel may reasonably request, addressed to the Agent, the
         Note and Certificate Purchasers, VCMI and the Trustee, and in form and
         substance reasonably satisfactory to the Agent and Special Counsel, and
         directions from the Company regarding the opinions referred to in
         clause (i) above.

                  (d) Proceedings Satisfactory and Other Evidence. All corporate
and other proceedings taken or to be taken in connection with the transactions
contemplated by the Operative Documents and all documents, papers and
authorizations relating thereto shall be reasonably satisfactory to the Agent,
the Company and their respective counsel. The Agent and the Company, and their
respective counsel, shall have received copies of such documents and papers as
they have reasonably requested, in form and substance reasonably satisfactory to
them, including but not limited to the Operative Documents.

                  (e) Legality. The execution, delivery and issuance of the
Notes and the Certificates by the Trustee and the purchase thereof by the Note
and Certificate Purchasers shall not be subject to the registration requirements
of the Act or any state securities or blue sky Laws, and shall not be prohibited
by any applicable Law (including, without limitation, Regulation G, Regulation
T, Regulation U or Regulation X and any applicable usury Laws) and shall not
subject any Note or Certificate Purchaser to any Tax (other than Excluded
Charges or a Tax paid by the Company pursuant to Sections 6.03 and 9.14),
penalty, liability or other onerous condition under or pursuant to any
applicable Law and the Agent and the Note and Certificate Purchasers shall
receive such evidence as the Agent and the Note and Certificate Purchasers
(through the 

                                       12
<PAGE>   17
Agent) may reasonably request to establish compliance with this condition.

                  (f) Closing Fees. The Trustee shall have paid, or caused to be
paid to CSI, from the proceeds of the Second Refinancing, the applicable
advisory fee referred to in the engagement letter dated as of November 8, 1996
(the "Advisory Fee") and such other amounts as the Company may be required to
pay on or before the Second Refinancing Date in accordance with the terms of the
Operative Documents.

                  (g) Title and Survey. (i) The Company shall have good and
marketable title to an indefeasible fee estate in the Parcel and the Chlorine
Facility Parcel, and shall have conveyed to VCMI (x) good title to the
Improvements and (y) a leasehold estate in the Parcel, in each case free and
clear of all Liens except Permitted Encumbrances. The Company shall have
delivered, or caused to be delivered, to the Agent, the Trustee, VCMI, the
Purchasers and Special Counsel (a) a Texas Standard Form T-1 form of extended
coverage policy of owner's title insurance for the Parcel, the Ground Lease
Property and the Improvements with the Texas Standard Leasehold Owner Policy
Endorsement and naming VCMI as the insured (the "Owner Title Policy") in the
aggregate amount of $17,250,000, issued by the Title Company and showing and
insuring the record title or leasehold interest of VCMI in the Parcel, (b) the
Standard Form T-2 Mortgagee Policy of Title Insurance for the Ground Lease
Property and the Improvements, with the Texas Standard Leasehold Mortgagee
Policy Endorsement, and naming Trustee as the insured, in the aggregate amount
of $17,250,000, issued by the Title Company, showing VCMI as the record owner of
the Ground Lease Property and Improvements and insuring the VCMI Mortgage as a
valid first lien against the Ground Lease Property and Improvements (the
"Mortgagee Title Policy"), (c) a Texas Standard Form T-1 form of extended
coverage policy of owner's title insurance for the Chlorine Facility Easement
and naming VCMI as the insured (the "Easement Owner Policy") in the aggregate
amount of $750,000 issued by the Title Company and showing and insuring the
record title of VCMI in the Chlorine Facility Easement, (d) the Standard Form
T-2 Mortgagee Policy of Title Insurance for the Chlorine Facility Easement
naming the Trustee as the insured, in the aggregate amount of $750,000, issued
by the Title Company showing VCMI as the record owner of the Chlorine Facility
Easement and insuring the VCMI Easement Mortgage as a valid first lien against
the Chlorine Facility Easement (the "Easement Mortgagee Policy"), (e) a Texas
Standard Form T-1 form of extended coverage policy of owner's title insurance
for the HCL Parcel and naming VCMI 

                                       13
<PAGE>   18
as the insured (the "HCL Owner Policy") in the aggregate amount of $7,500,000,
issued by the Title Company and showing and insuring the record title or
leasehold interest of VCMI in the HCL Improvements and HCL Parcel, (f) the
Standard Form T-2 Mortgagee Policy of Title Insurance for the Parcel and the
Chlorine Facility Easement naming the Trustee as the insured, in the aggregate
amount of $7,500,000, issued by the Title Company showing VCMI as the record
owner of the Improvements and holder of a leasehold interest in the Parcel and
the Chlorine Facility Easement and insuring the Mortgage D (as defined in the
VCMI Loan Agreement) as a valid first lien against the HCL Improvements and the
HCL Parcel (the "HCL Mortgagee Policy"), and (g) a P9b3 endorsement covering any
amendment to the Original VCMI Mortgage. (The Owner Title Policy, the Mortgagee
Title Policy, the Easement Owner Policy and the Easement Mortgagee Policy are
collectively referred to herein as the "Title Policy"). The Title Policy shall
be issued subject only to Permitted Encumbrances and containing such affirmative
insurance as Agent or Special Counsel shall require as may be available under
Texas law.

                      (ii) The Agent and the Trustee shall have received a 
current, accurate survey of the Parcel and the HCL Parcel showing the location
of all improvements, easements, encroachments and other survey matters, dated a
recent date, in form and substance satisfactory to the Agent, the Trustee and
the Title Company, prepared by a licensed surveyor acceptable to the Agent,
which survey is certified to the Company, the Trustee, the Agent, VCMI and the
Note and Certificate Purchasers.

                  (h) Compliance with Law. The Parcel, the Original
Improvements, the HCL Improvements and the construction thereof and the
Construction Agent shall be in material compliance with all Laws, including,
without limitation, all building, construction and zoning Laws and Environmental
Laws applicable to the Property.

                  (i) Permits and Certain Property Matters. (i) All Permits that
are or will become Applicable Permits shall have been obtained, except
Applicable Permits customarily obtained or which are permitted by Law to be
obtained after the Second Refinancing Date (in which case the Company, having
completed all appropriate diligence in connection therewith, shall have no
reason to believe that such Permits will not be granted in the usual course of
business prior to the date that such Permits are required by Law). All such
obtained Permits shall be in proper form, shall be in full force and effect and
not subject to any

                                       14
<PAGE>   19
further appeal, consent or further contest or to any unsatisfied condition
(other than conditions relating to completion in the future) that may allow
modification or revocation; and

                      (ii) The Property shall not have suffered a Condemnation 
or a Casualty, or any other damage or destruction which renders the Property
unusable in whole or in material part and, under applicable Law, the Property
may be used for the purposes contemplated by the Company in accordance with the
Lease.

                  (j) Documents Relating to the Property. The Company shall have
delivered, or caused to be delivered, to the Trustee, the Agent, VCMI and the
Note and Certificate Purchasers documentation with respect to the condition of
the Property or any part thereof, the real estate Taxes applicable to the Parcel
and the Property and such other documents and agreements (including but not
limited to a copy of the HCL Construction Contract, and any other necessary
Facility Agreements or assignments thereof) relating to the operation of the
Property or any part thereof as the Agent or any of the Note and Certificate
Purchasers (through the Agent) may reasonably request, in form and substance
reasonably acceptable to the Agent and the Note and Certificate Purchasers.

                  (k) Environmental Matters. The Phase I environmental audit of
the Parcel and the Property by the Environmental Consultant dated as of July 28,
1994 shall have been updated, and a Phase I environmental audit of the portions
of the Parcel subjected to the Ground Lease in connection with the HCL
Improvements shall be conducted by the Environmental Consultant, at the sole
cost and expense of the Company, and the Agent, the Trustee, VCMI and the Note
and Certificate Purchasers shall have received a copy of the Environmental
Consultant's report with regard thereto, which shall conclude that (i) no
environmental hazards exist on the Parcel or the Property that are unacceptable
to the Agent, the Trustee, VCMI or any of the Note and Certificate Purchasers,
(ii) the Company is employing reasonable environmental practices relative to
industry standards, and (iii) the Property is not likely to create any
environmental hazards based upon anticipated and permitted practices which are
unacceptable to VCMI, the Trustee, the Agent, or any of the Note and Certificate
Purchasers.

                  (l) No Event of Default. No event shall have occurred and no
condition shall exist which, assuming that

                                       15
<PAGE>   20

all Operative Documents had been signed prior to the Second Refinancing Date,
would constitute an Event of Default as of the Second Refinancing Date.

                  (m) Appraisal Update. The Company shall have caused an updated
appraisal of the Property (the "Appraisal Update"), satisfactory in form and
substance to the Agent and the Note and Certificate Purchasers, to be delivered
to the Agent and the Note and Certificate Purchasers. Such Appraisal Update
shall be prepared by the Appraiser and shall be at the expense of the Company.

                  (n) No Material Adverse Event. There shall exist no action,
suit, investigation, litigation or proceeding affecting the Company 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
or (ii) purports to affect the legality, validity or enforceability of this
Agreement or any Instrument or any other Operative Document or the consummation
of the transactions contemplated hereby, and there shall have been no adverse
change in the status, or financial effect on the Company or any of its
Subsidiaries, of the Disclosed Litigation that could reasonably be expected to
have a Material Adverse Effect.

                  (o) Requisition. The Construction Agent shall have delivered
to the Agent, the Trustee, each Note Purchaser and the Certificate Purchasers at
least three Business Days prior to the Second Refinancing Date a Requisition,
which Requisition shall request the Certificate Purchasers and each Note
Purchaser to make all necessary arrangements to fund its HCL Investment or HCL
Advance, as the case may be, on the Second Refinancing Date.

                  (p) Recording and Filing. Each of the Ground Lease and the
Lease (or a memorandum of each thereof), the HCL Bill of Sale, the VCMI Mortgage
and all financing statements under the UCC shall have been duly recorded,
published, registered and filed by the Company, in such manner and in such
places as the Company, the Company's counsel, the Agent and Special Counsel
shall determine to be necessary or appropriate to publish notice thereof and
protect the validity and effectiveness thereof and to establish, create,
perfect, preserve and protect the rights of the parties thereto and their
respective successors and assigns, and all Taxes, fees and other charges in
connection with such recording, publishing, registration and filing of the
Operative Documents or any memoranda thereof and any financing statements shall
have been paid by the Company.

                                       16
<PAGE>   21

                  (q) Feedstock Pipeline Agreement. The Company shall have
entered into an agreement with Bayer Corporation substantially in form and
substance as set forth in Exhibit F hereto, for the supply of hydrogen chloride
feedstock to the HCL Facility (the "Feedstock Pipeline Agreement").

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

                  (s) Additional Documents. The Agent shall have received such
other approvals, certificates or documents as the Agent may reasonably request
to evidence satisfaction of the conditions set forth in this Section 2.01.

                  SECTION 2.02. Conditions Precedent to Fundings Subsequent to
the Second Refinancing Date. The several (and not joint and several) obligations
of each of the Note Purchasers to make HCL Advances, and each of the Certificate
Purchasers to make HCL Investments, subsequent to the Second Refinancing Date as
set forth in Article I shall be subject to the fulfillment, to the satisfaction
of the Agent, by, on or as of the date of such HCL Funding, of the following
conditions:

                  (a) Representations and Warranties. The representations and
warranties of the Company set forth in the Operative Documents shall be true and
correct as if made on and as of the date of such HCL Funding or, as applicable,
on and as of the date specified in such representation or warranty.

                  (b) Compliance; No Default, etc. The Company shall be in
compliance with its obligations under the Operative Documents on such date and
there shall exist no Default, Event of Default, Unwind Event or Environmental
Trigger and no Termination Notice shall have been delivered or been deemed to
have been delivered.

                  (c) Requisition; Use of Investment Proceeds. Except with
respect to HCL Advances and HCL Investments made by the Purchasers pursuant to
Section 1.04(c), the Agent shall have received a timely and complete Requisition
pursuant to and in compliance with Section 1.04(b). All

                                       17
<PAGE>   22
proceeds of the HCL Fundings expended by or on behalf of the Company shall have
been or will be applied solely to Actual HCL Project Costs, and the Company, in
its individual capacity and not as Construction Agent, shall certify the same in
each Requisition and provide such other evidence with respect to the use of such
proceeds as may be reasonably requested by the Agent. The final Requisition may
request HCL Advances to provide for payment of amounts previously withheld from
contractors' invoices ("Contractors' Holdbacks"). Such Contractors' Holdbacks
shall be held by the Construction Agent pending evaluation of the contractor's
services and then either disbursed to such contractor or returned to the Agent
for distribution to the Purchasers.

                  (d) Compliance with Law. The Parcel, the Improvements and the
construction thereof and the Construction Agent shall be in material compliance
with all Laws, including, without limitation, all building, construction and
zoning Laws and Environmental Laws applicable to the Property.

                  (e) No Material Adverse Event. There shall exist no action,
suit, investigation, litigation or proceeding affecting the Company 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 4.01(e) hereto (the "Disclosed
Litigation") or (ii) purports to affect the legality, validity or enforceability
of this Agreement or any Instrument or the consummation of the transactions
contemplated hereby, and there shall have been no adverse change in the status,
or the financial effect on the Company or any of its Subsidiaries, of the
Disclosed Litigation from that described on Schedule 4.01(e) hereto that could
reasonably be expected to have a Material Adverse Effect, and the Company, in
its individual capacity and not as Construction Agent, shall certify the same in
each Requisition.

                  (f) Legality. The making of any HCL Advance or HCL Investment,
and maintenance of any Advance or Investment, by any Purchaser shall not be
prohibited by any applicable Law (including, without limitation, Regulation G,
Regulation T, Regulation U or Regulation X and any applicable usury Laws) and
shall not subject any Purchaser to any Tax (other than Excluded Charges and any
Tax paid by the Company pursuant to Sections 6.03 and 9.14), penalty, liability
or other onerous condition under or pursuant to any applicable Law.

                                       18
<PAGE>   23
                  (g) Permits. All Permits that are or will become Applicable
Permits shall have been obtained, except Applicable Permits customarily obtained
or which are permitted by Law to be obtained after the date of the requested
Advance (in which case the Company, having completed all appropriate diligence
in connection therewith, shall have no reason to believe that such Permits will
not be granted in the usual course of business prior to the date that such
Permits are required by Law). All such obtained Permits shall be in proper form,
in full force and effect and not subject to any appeal, consent or further
contest or to any unsatisfied condition (other than conditions relating to
completion in the future) that may allow modification or revocation.

                  (h) Closings. The Financing Closing, the First Refinancing
and, from and after the date hereof, the Second Refinancing shall have been
consummated and all conditions precedent thereto shall have been satisfied or
waived in accordance with the terms of this Agreement.

                  (i) Taxes. All Taxes payable by the Company pursuant to
paragraph 6 of the Lease shall have been paid by the Company, subject to the
Company's rights of contest pursuant to the Lease.

                  (j) Additional Documents. The Agent shall have received such
other approvals, certificates or documents (including without limitation an
updated title report) as the Agent may reasonably request to evidence
satisfaction of the conditions set forth in this Section 2.02.

                                  ARTICLE III.

                    REFINANCING OF INTERIM NOTES (HCL SERIES)

                  SECTION 3.01. Refinancing of Interim Notes (HCL Series).
Subject to Section 3.02, on the Interim Note (HCL) Maturity Date the remaining
unused Interim Note (HCL) Commitments of the Note Purchasers, if any, will
automatically be canceled and the Interim Notes (HCL Series) will be refinanced
through the issuance by the Trustee of A-Notes and B-Notes. Each of the Holders
of the Interim Notes (HCL Series) on the Interim Note (HCL) Maturity Date shall
receive as payment in full of the aggregate principal amount thereof A-Notes
(HCL Series) and B-Notes (HCL Series) in aggregate principal amounts determined
pursuant to the Interim Note (HCL) Maturity Formula.

                                       19
<PAGE>   24

                  SECTION 3.02. Conditions Precedent to Final Completion Date.
The following conditions shall be fulfilled to the reasonable satisfaction of
each of the Purchasers on or as of the Final Completion Date:

                  (a) Lien Releases and Waivers. The Construction Agent shall
have secured final lien releases or waivers by all contractors and all
subcontractors and by materialmen and other parties who have supplied labor,
materials or services for the design and construction, testing, start-up or
operation of the HCL Improvements, or who otherwise might be entitled to claim a
contractual or statutory lien against the Property or any part thereof (other
than liens arising from Contractors' Holdbacks, liens being contested in good
faith or liens which the Company expects to be released or waived within 6
months of the Final Completion Date; provided that no enforcement, execution, or
levy proceeding shall have been commenced that is not being contested in good
faith).

                  (b) Certificate of Final Completion; Legal Compliance. The
Company shall deliver to the Agent and the Trustee an Officer's Certificate of
Final Completion, approved by the Independent Engineer in the form of Exhibit B
hereto, to the effect that final completion of the HCL Improvements, as
described therein, has occurred and further certifying to the effect that:

                           (i) The Property and the construction and operation
         of the HCL Improvements are in compliance in all material respects with
         all applicable Laws; and

                           (ii) All Permits (including without limitation a
         permanent certificate of occupancy) that are or will become Applicable
         Permits have been obtained, except Applicable Permits customarily
         obtained or which are permitted by Law to be obtained after the Final
         Completion Date (in which case the Company, having completed all
         appropriate diligence, shall have no reason to believe that such
         Permits will not be granted in the usual course of business prior to
         the date that such Permits are required by Law and the Company shall
         have applied for such Permits and satisfied all legal requirements
         necessary to authorize continued operation while the Permit application
         is pending). All such obtained Permits shall be in proper form, in full
         force and effect and not subject to any appeal or contest or to any
         unsatisfied conditions (other than conditions relating to completion in
         the future) that may allow modification or revocation.

                                       20
<PAGE>   25

                  (c) Independent Engineer's Certification. The Company shall
deliver a Certificate in the form of Exhibit C hereto executed by the
Independent Engineer (the "Independent Engineer's Certificate") certifying that
(i) the installation of the HCL Improvements has been mechanically completed and
electrically checked, and piping and equipment have been pressure tested,
mechanically checked, and placed in service or standby; and (ii) the HCL
Facility is capable of converting during a continuous 72 hour period, 720 short
tons per day of hydrogen chloride to Crude Ethylene Dichloride. In making such
certification, the Independent Engineer, in his sole discretion, either may rely
on production records provided by the Company or require a performance test.

                  (d) Insurance. The Company shall be in compliance with all
Insurance Requirements and all insurance policies required thereunder shall be
in full force and effect. To the extent not previously delivered pursuant
hereto, the Company shall deliver, or cause to be delivered, to the Trustee and
the Agent certificates of insurance or applicable reinsurance cover notes
evidencing the coverage of such policies.

                  (e) Representations and Warranties. The representations and
warranties of the Company as set forth in the Operative Documents shall be true
and correct as if made on and as of the Final Completion Date or, as applicable,
on and as of the date specified in such representation or warranty.

                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Company Representations and Warranties. The
Company hereby represents and warrants to the Trustee, the Agent, VCMI and the
Note and Certificate Purchasers that the following shall be true and correct on
and as of the Second Refinancing Date:

                  (a) Corporate Existence. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is duly qualified and authorized to do business in the State of
Texas.

                  (b) Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Company of this
Agreement and the other Operative 

                                       21
<PAGE>   26
Documents to which it is a party are within the Company's corporate powers, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official and do
not contravene, or constitute a default under, any provision of applicable Law
or of the certificate of incorporation or by-laws of the Company or of any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Company or result in the creation or imposition of any lien on any asset of
the Company (except as contemplated by the Operative Documents) or its
Subsidiaries.

                  (c) Binding Effect. This Agreement and the other Operative
Documents to which the Company is a party are legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their respective terms.

                  (d) Financial Information. (i) The consolidated balance sheet
of the Company and its Consolidated Subsidiaries as of December 31, 1995, and
the related consolidated statements of income and cash flows for the fiscal year
then ended, reported on by Ernst & Young and set forth in the Company's annual
report for the fiscal year ended December 31, 1995 as filed with the Securities
and Exchange Commission (the "Commission") on Form 10-K and the consolidated
balance sheet of the Company and its Consolidated Subsidiaries as at September
30, 1996 and the related consolidated statements of income and cash flows of the
Company and its Consolidated Subsidiaries for the nine months then ended, duly
certified by a financial officer of the Company, copies of which have been
delivered to each of the Note and Certificate Purchasers, fairly present, in
conformity with GAAP, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such dates and their consolidated results of
operations and changes in financial position for such periods.

                           (ii) Since December 31, 1995, (except as set forth in
the financial statements referenced in subsection (i) above) there has been no
Material Adverse Change.

                  (e) Litigation. To the best of the Company's knowledge, there
is no pending or threatened action, suit, investigation, litigation or
proceeding, including, without limitation, any Environmental Action, affecting
the Company 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 

                                       22
<PAGE>   27

Litigation) or (ii) purports to affect the legality, validity or enforceability
of this Agreement or any of the Operative Documents or the consummation of the
transactions contemplated hereby, and there has been no adverse change in the
status, or financial effect on the Company or any of its Subsidiaries, of the
Disclosed Litigation from that described on Schedule 4.01(e) hereto.

                  (f)      Compliance with ERISA, etc.

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

                           (ii) Neither the Company nor any ERISA Affiliate has
incurred or is reasonably expected to incur any Withdrawal Liability to any
Multiemployer Plan.

                           (iii) Neither the Company nor any ERISA Affiliate 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.

                           (iv) Except as set forth in the financial statements
referred to in Section 4.01(d), the Company 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.

                  (g) Subsidiaries. Each of the Company's Subsidiaries is a
corporation duly incorporated, validly existing and in good standing, in each
case under the laws of its jurisdiction of incorporation.

                  (h) Status. The Company is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, nor is it subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Interstate Commerce Act, or under any other state or Federal
Law limiting its ability to execute and deliver any Operative Document or
perform its obligations thereunder.

                  (i) Compliance with Margin Regulations. No proceeds of any
Advance or Investment have been used in violation of any applicable Law
(including, without 

                                       23
<PAGE>   28

limitation, Regulation G, Regulation T, Regulation U and Regulation X).

                  (j) No Default. No event has occurred and no condition exists
which constitutes a Default or an Event of Default.

                  (k) Consents. The execution and delivery by the Company of
each Operative Document to which it is a party and any other agreement which it
has entered into in connection with the transactions contemplated thereby, the
consummation of the transactions contemplated thereby and its compliance with
the terms thereof does not require the consent or the approval or authorization
of, or filing, registration or qualification with, any Federal, state or local
government on the part of the Company as a condition to such execution, delivery
and compliance.

                  (l)      Title to the Parcel.

                           (i) The Company has good and marketable title to an
indefeasible fee estate in the Parcel and the Ground Lessor Parcel, subject to
no Liens other than Permitted Encumbrances and those set forth on Schedule
4.01(l) attached hereto.

                           (ii) As of the Second Refinancing Date, VCMI will
have good title to the Improvements, a good and valid leasehold interest in the
Ground Lease Property, and a good and valid easement over the Chlorine Facility
Parcel subject only to Permitted Encumbrances.

                           (iii) Neither the Parcel, the Chlorine Facility
Parcel nor the Property contains any defect or feature making it unsuitable for
the proper operation of the Improvements.

                  (m) Compliance with Law. The Company is in material compliance
with all Laws (including all Environmental Laws) with respect to the Parcel or
the Property or with respect to its leasing and operation of the Property, the
construction of the Improvements or the conduct of its business on the Property.
The Company has not received any notice of, or citation for, any violation of
any Law which has not been resolved or which the Company reasonably believes can
not be resolved in the ordinary course of business, which notice or citation
relates to the ownership or operation of the Parcel or the Property.

                                       24
<PAGE>   29
                  (n) Recordation. The Ground Lease (or a memorandum thereof),
the HCL Bill of Sale, the Lease (or a memorandum thereof), the VCMI Mortgage and
all financing statements under the UCC, to be recorded or filed pursuant to
Section 2.01(p) hereof, are in a form sufficient to create or publish notice of,
as the case may be, the interests in the Ground Lease Property, the Property and
the Improvements purported to be created thereby. Upon the recordation of the
Ground Lease (or a memorandum thereof), the HCL Bill of Sale, the VCMI Mortgage
and the Lease (or a memorandum thereof) and the filing of such financing
statements, each to be recorded or filed pursuant to Section 2.03(q) hereof in
such places as the Company shall notify the Trustee prior to the Second
Refinancing Date, such documents will have been recorded or filed in each place
in which recording or filing is required to publish notice, under Texas Law, of
the interests created thereby and to protect the validity and effectiveness
thereof, and all Taxes, fees and other public charges payable in connection with
the publishing and filing of the Ground Lease (or a memorandum thereof), the HCL
Bill of Sale, the VCMI Mortgage and the Lease (or a memorandum thereof), shall
be contemporaneously paid in full by the Company.

                  (o) Approved HCL Construction Budget and Related Matters. The
Approved HCL Construction Budget has been prepared in good faith on the basis of
reasonable assumptions and accurately includes all Actual HCL Project Costs
currently anticipated to be incurred or estimated to be incurred and all
reserves expected to be established and maintained in connection with achieving
completion of the HCL Improvements by the Final Completion Date. The HCL
Construction Schedule accurately describes estimated dates of completion of the
stages of construction of the HCL Improvements.

                  (p) Rights to Property; Etc. (i) The Company has all
rights-of-way, easements and real property licenses, environmental allowances,
rights in real property (including, without limitation, fixtures and
appurtenances), utilities and other services necessary for the day-to-day
operation of the Property and (A) such rights-of-way, easements, licenses,
environmental allowances, utilities and other services are valid and in full
force and effect in accordance with their terms, (B) there is presently no
material default with respect to any such rights-of-way, easements, licenses,
utilities and other services, and (C) all utility services necessary for the
construction of the HCL Improvements and operation of the Property for its


                                       25
<PAGE>   30
intended purposes are or will be available at the boundaries of the Parcel.

                           (ii) None of the Permitted Encumbrances will
interfere with the use or possession of the Property or any other material asset
used in connection therewith or the use of or the exercise by VCMI of its rights
either under any Operative Document or to the Property.

                           (iii) The Company has given any and all notices
required to be given in connection with the construction of the HCL Improvements
pursuant to any easements, rights-of-way, licenses or other agreements affecting
the Parcel or the Property, or any part thereof.

                           (iv) The Improvements do not encroach upon any
contiguous or adjoining property other than property owned by the Company; the
Improvements do not encroach on any easements or rights-of-way affecting the
Property except as set forth in the Operative Documents, or violate any rights
granted thereunder or any covenants or restrictions affecting the Property, or
any part thereof, and any future violation will not result in a reversion or
forfeiture of title, right of re-entry or power of termination; and the
easements, rights-of-way, covenants and restrictions affecting the Ground Lease
Property, except as set forth in the Operative Documents, will not interfere
with the use or occupancy of the Ground Lease Property or the Property, or any
part thereof, or any asset owned or used in connection therewith, nor will the
exercise of rights or remedies thereunder result in any damage to the
Improvements or diminution of value of the Property, or any part thereof.

                           (v) The Liens described in Section 5.01(h) (i)(I),
singly or in the aggregate, (A) do not directly or indirectly encumber or
otherwise affect the Parcel or the Property or (B) could not have a Material
Adverse Effect.

                           (vi) The Chlorine Facility Easement is sufficient for
the proper installation and operation of the Chlorine Facility.

                  (q) Trade Secrets and Patents. (i) The ownership of the
Property by VCMI and the leasing or subleasing and operation of the Property by
the Company, including the construction and proposed operation of the
Improvements, do not and will not conflict with, infringe on, or otherwise
violate any copyright, trade secret or patent rights of any other Person.

                                       26
<PAGE>   31

                           (ii) The Company has all rights to all patents,
patent applications, proprietary computer software, "know-how" and copyrights
used or to be used in the ordinary course of the construction and operation of
the Improvements (the "Intellectual Property Rights") that are necessary for the
operation thereof, including the right to assign the Intellectual Property
Rights. To the best of the Company's knowledge, there is no judicial proceeding
pending or threatened involving any claim of any infringement, misuse or
misappropriation by the Company or any Affiliate thereof of any patent,
copyright, license or similar intellectual property right owned by any third
party related to the Intellectual Property Rights.

                  (r) Environmental Compliance. (i) The operations and
properties of the Company 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 Company
and its Subsidiaries, the Company 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 (A) except as described on Schedule
4.01(e) hereto, form the basis of an Environmental Action against the Company or
any of its Subsidiaries or any of their properties that could have a Material
Adverse Effect or (B) 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.

                           (ii) None of the properties currently or formerly
owned or operated by the Company or any of its Subsidiaries is listed or
proposed for listing on the National Priorities List under the CERCLA ("NPL") or
on 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, as declared effective by the Securities
and Exchange Commission on November 23, 1993 or, to the best knowledge of the
Company, is adjacent to any such property.

                           (iii) Except where noncompliance would not
individually or in the aggregate have a Material Adverse Effect, (A) neither the
Company nor any of its Subsidiaries has 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

                                       27
<PAGE>   32

analogous state list, and (B) 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 Company or any of its Subsidiaries have been
disposed of in compliance with all Environmental Laws and Environmental Permits.

                  (s) No Condemnation or Casualty. The Property has not suffered
a Condemnation or a Casualty or any other damage or destruction which renders
the Property unusable in whole or in material part, and, under applicable Law,
the Property may be used for the purposes contemplated by the Company in
accordance with the Lease.

                  (t) Permits. All Permits that are or will become Applicable
Permits have been obtained, except Applicable Permits customarily obtained or
which are permitted by Law to be obtained after the Second Refinancing Date (in
which case the Company, having completed all appropriate diligence in connection
therewith, has no reason to believe that such Permits will not be granted in the
usual course of business prior to the date that such Permits are required by
Law). All such obtained Permits are in proper form, are in full force and effect
and are not subject to any further appeal or further contest or to any
unsatisfied condition (other than conditions relating to completion in the
future) that may allow modification or revocation.

                  (u) Insurance. The Company is in compliance with all Insurance
Requirements, and all insurance policies required by paragraph 16 of the Lease
are in full force and effect.

                  (v) Taxes. All Taxes, fees and other charges which have become
due and payable in connection with the execution and delivery of the Operative
Documents or any memorandum thereof have been paid, unless such Taxes are being
contested in good faith and by proper proceedings as to which appropriate
reserves are being maintained and no lien resulting therefrom has attached to
the Company's property and become enforceable against its other creditors.

                  (w) Compliance. The Property is in material compliance with
all existing applicable Laws.

                  (x) No Material Adverse Event. No applicable Law prohibits,
and no litigation, governmental investigation or other proceeding is pending or
overtly threatened in which there is a reasonable possibility of an unfavorable
judgment, decree, order or other determination which could

                                       28
<PAGE>   33
prevent or make unlawful, or impose any material adverse condition upon, the
Property or the acquisition, construction, use, ownership, operation or leasing
thereof, or VCMI's ownership thereof.

                  (y) Full Disclosure. No statement or material furnished by or
on behalf of the Company to the Agent, any Note and/or Certificate Purchasers,
VCMI, the Trustee or Special Counsel, in connection with any Operative Document,
any transaction contemplated thereby or the Offering Memo contains any untrue
statement of a material fact or omits a material fact necessary to make the
statements contained therein or herein not misleading in light of the
circumstances in which such statement or material was furnished.

                  (z) Prior Representations and Warranties. The representations
and warranties of the Company as set forth in the Original Operative Documents
are true and correct on and as of the Second Refinancing Date or, as applicable,
on and as of the date specified in such representation or warranty.

                  SECTION 4.02. SSBTC Financing Closing Date Representations and
Warranties. SSBTC, in its individual capacity and not as Trustee, represents and
warrants to the Company, VCMI, the Agent and the Note and Certificate Purchasers
that the following statements were true and correct as of the Financing Closing
Date:

                  (a) Organization and Authority. (i) SSBTC is a national
banking association duly organized, validly existing and in good standing under
the laws of the United States of America.

                           (ii) SSBTC has all requisite power and authority to
execute and deliver each Operative Document to which it is a party and to comply
with the terms thereof and perform its obligations thereunder.

                  (b) Pending Litigation. There are no actions, suits or
Proceedings pending or threatened against or affecting SSBTC in any court or
before any governmental body or arbitration tribunal which, if adversely
determined, would adversely affect VCMI's ownership of the Property or the
business, condition (financial or otherwise), performance, properties, prospects
or results of operation of SSBTC or the Trustee's ability to perform its
obligations as Trustee under any Operative Document to which it is a party or
any other agreement which it has entered into in 

                                       29
<PAGE>   34
connection with any transaction contemplated by any Operative Document.

                  (c) Authorization; No Conflict. The execution and delivery by
SSBTC of, and compliance by SSBTC with all of the provisions of, each Operative
Document to which it is a party and any other agreement entered into in
connection with any transaction contemplated by the Operative Documents are
within the powers of SSBTC and are authorized by SSBTC and will not conflict
with, result in any breach of any of the provisions of, or constitute a default
under, SSBTC's articles of association or by-laws or any agreement or other
instrument to which SSBTC is a party or by which SSBTC may be bound or which is
applicable to any of SSBTC's property or result in a violation of any applicable
Connecticut or Federal Law.

                  (d) Enforceability. Each of the Operative Documents to which
SSBTC is a party, and any other agreement entered into by SSBTC in connection
with any transaction contemplated by any Operative Document, has been duly
authorized by all necessary action on the part of SSBTC, and is the legal, valid
and binding obligation of SSBTC enforceable against SSBTC in accordance with its
terms, except as enforceability thereof may be limited by the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and by general principles of equity.

                  (e) No Default. No event has occurred and no condition exists
which, upon consummation of the transactions contemplated by any Operative
Document, would constitute a default by SSBTC. SSBTC is not in violation in any
respect of any agreement or any other instrument, nor is SSBTC in violation of
its articles of association or any other instrument to which it is a party or by
which it or any of its property may be bound or affected which would have a
material adverse effect on either the business, financial position or results of
operations of SSBTC or SSBTC's ability to perform its obligations as Trustee
under the Operative Documents.

                  (f) Consents. The nature of SSBTC, its execution and delivery
of each Operative Document to which it is a party, its consummation of the
transactions contemplated thereby, its compliance with the terms thereof or any
circumstance in connection with the transactions contemplated thereby does not
require the consent of any Person or the approval or authorization of, or
filing, 

                                       30
<PAGE>   35
registration or qualification with, any Connecticut or Federal governmental
authority governing the banking or trust powers of SSBTC on the part of SSBTC
(other than such as have been obtained) as a condition to such execution,
delivery and compliance.

                  (g) Enforceability Against Trustee. As of the Financing
Closing Date the Original Instruments were duly authorized by all necessary
corporate action on the part of the Trustee and the Original Instruments
constituted the legal, valid and binding obligations of the Trustee (acting
solely as Trustee under the Declaration, and not in its individual capacity).

                  SECTION 4.03. Second Refinancing Date SSBTC Representations
and Warranties. SSBTC, in its individual capacity and not as Trustee, hereby
represents to the Company, VCMI, the Agent and the Note and Certificate
Purchasers that the following statements are true and correct as of the Second
Refinancing Date:

                  (a) Second Refinancing Date Representations and Warranties.
The representations and warranties of SSBTC as set forth in the Original
Operative Documents are true and correct as if made on and as of the Second
Refinancing Date or, as applicable, on and as of the date specified in such
representation or warranty.

                  (b) Enforceability Against Trustee. As of the Second
Refinancing Date, the Instruments have been duly authorized by all necessary
corporate action on the part of the Trustee and the Instruments (other than the
A-Notes and B-Notes issuable upon refinancing of the Interim Notes (HCL Series))
constitute, and (upon issuance) the A-Notes and B-Notes issuable upon
refinancing of the Interim Notes (HCL Series) will constitute, the legal, valid
and binding obligations of the Trustee (acting solely as Trustee under the
Declaration, and not in its individual capacity) and are, or (as applicable)
will be, enforceable against the Trustee in accordance with their terms and the
terms of the Declaration.

                                       31
<PAGE>   36

                                   ARTICLE V.

                                    COVENANTS

                  SECTION 5.01.  Company's Covenants.

                  (a) Information. The Company will deliver to the Agent for
distribution to the Note and Certificate Purchasers:

                        (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 Company, Consolidated balance sheets of the Company and its
         Subsidiaries as of the end of such quarter and Consolidated statements
         of income and cash flows of the Company 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 a financial Officer of the Company as having been
         prepared in accordance with GAAP, it being agreed that delivery of the
         Company's Quarterly Report on Form 10-Q will satisfy this requirement,
         together with a certificate of said Officer certifying compliance with
         the covenants set forth in Section 5.01(i) 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 Company, a copy of the
         annual audit report for such year for the Company and its Subsidiaries,
         containing Consolidated balance sheets of the Company and its
         Subsidiaries as of the end of such fiscal year and Consolidated
         statements of income and cash flows of the Company and its Subsidiaries
         for such fiscal year, in each case accompanied by an opinion acceptable
         to the Majority Purchasers by Ernst & Young or other independent public
         accountants acceptable to the Majority Purchasers, together with a
         certificate of the chief financial officer of the Company certifying
         compliance with the covenants set forth in Section 5.01(i) 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 Company having
         knowledge of or responsibility for such matters setting forth details
         of such Default and the action that the Company has taken and proposes
         to take with respect thereto;

                                       32
<PAGE>   37

                  (iv) promptly after the sending or filing thereof, copies of
         all reports that the Company sends to any of its securityholders;

                  (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 Company or any
         of its Subsidiaries of the type described in Section 4.01(e);

                  (vi) promptly and in any event within 10 days after the
         Company 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 Company
         having knowledge of or responsibility for such matters describing such
         ERISA Event and the action, if any, that the Company 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 Company 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 Company 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 Code) is less than 60%;

                  (ix) promptly and in any event within five Business Days after
         receipt thereof by the Company 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 Company 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 Company or any of its
         Subsidiaries as any Purchaser or

                                       33
<PAGE>   38

         the Trustee through the Agent may from time to time reasonably request.

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

                  (c) Maintenance of Property; Insurance; As-Built Survey. (i)
The Company will keep, and will cause each of its Subsidiaries to keep, all
property used or useful in its business in good working order and condition,
ordinary wear and tear excepted, except where the failure to do so would not
have a material adverse effect on the Company and its Subsidiaries, taken as a
whole.

                           (ii) The Company will, and will cause each of its
Subsidiaries to, maintain (either in the name of the Company or in such
Subsidiary's own name) with financially sound and responsible insurance
companies, insurance on all of its properties in at least such amounts and
against at least such risks (and with such risk retention) as the Company in
good faith determines is necessary or appropriate for the prudent management of
its business; and will furnish to the Purchasers, upon request from the Agent,
information presented in reasonable detail as to the insurance so carried.

                           (iii) The Company will deliver to the Agent promptly
after the occurrence of the Final Completion Date, the final as-built plans and
specifications of the HCL Improvements (which plans may include the Original
Improvements and which in any event shall be provided to 

                                       34
<PAGE>   39

Agent within one hundred twenty (120) days after the Final Completion Date).

                  (d) Conduct of Business and Maintenance of Existence. The
Company will continue to engage in business of the same general type as now
conducted by the Company and its Subsidiaries, and will preserve, renew and keep
in full force and effect its corporate existence and its rights, privileges and
franchises necessary or desirable in the normal conduct of its business to the
extent permitted by Law.

                  (e) Compliance with Laws. The Company will comply, and cause
each of its Subsidiaries to comply, in all material respects with all applicable
Laws, including without limitation, ERISA and Environmental Laws.

                  (f) Books and Records. The Company will keep, and cause each
of its Subsidiaries to keep, proper books of record and account in which entries
in conformity with GAAP shall be made of all financial transactions and the
assets and business of the Company and each such Subsidiary.

                  (g) Use of Proceeds; Application of Proceeds to Actual Project
Costs. The Company, as the Construction Agent, will use proceeds of the HCL
Advances and the HCL Investments solely to pay Actual HCL Project Costs, and
none of such proceeds will be used in violation of any applicable Law,
including, without limitation, Regulation G, Regulation T, Regulation U and
Regulation X. The Company shall apply the proceeds of all HCL Advances and HCL
Investments solely to Actual HCL Project Costs.

                  (h) Negative Pledge. The Company will not create, assume or
suffer to exist, and will not cause, suffer or permit any Subsidiary to create,
assume or suffer to exist, any Lien of or upon any assets of the Company or
additions thereto or shares of capital stock of any Subsidiary, whether owned at
the Financing Closing Date or thereafter acquired, other than:

                  (A) Permitted Encumbrances;

                  (B) purchase money Liens upon or in any property acquired or
         held by the Company 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 

                                       35
<PAGE>   40

         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 (B) shall
         not exceed $10,000,000 at any time outstanding;

                  (C) the Liens existing on August 16, 1994 and described on
         Schedule 5.01(h) to the Original Agreement;

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

                  (E) the replacement, extension or renewal of any Lien
         permitted by clauses (B) and (C) 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;

                  (F) Liens, if any, resulting from the documents evidencing the
         Receivables Financing; and

                  (G) Liens, if any, resulting from the transactions
         contemplated by the Participation Agreement dated as of December 22,
         1995 among the Company, the Trustee, the Agent and the Purchasers named
         therein, as the same may be amended from time to time.

                  (i) Financial Covenants. During the term of this Agreement,
the Company will:

                  (A) Interest Coverage Ratio. Maintain an Interest Coverage
         Ratio of at least 6:1.

                  (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

                                       36
<PAGE>   41

         four consecutive fiscal quarters, not incur net losses in excess of
         $50,000,000.

                  (j) Mergers, Etc. The Company shall not 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 Company may
merge or consolidate with or into, or dispose of assets to, any other Subsidiary
of the Company, and except that any Subsidiary of the Company may merge into or
dispose of assets to the Company and the Company may merge with any other Person
so long as the Company is the surviving corporation, provided, in each case,
that no Default or Event of Default shall have occurred and be continuing at the
time of such proposed transaction or would result therefrom.

                  (k) Accounting Changes. The Company shall not 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.

                  (l) Performance. The Company shall observe and perform all
provisions to be observed or performed by it contained in each Operative
Document to which it is a party, in accordance with the terms thereof and within
the times permitted thereby (including any grace or cure periods provided
thereby) so as to prevent the occurrence of an Event of Default, and will
maintain, or cause to be maintained, the validity and effectiveness as to the
Company of each such Operative Document to which it is a party.

                  (m) Intellectual Property Rights. The Company shall preserve,
protect and maintain its rights in and to the Intellectual Property Rights in
accordance with prudent industry practice.

                                   ARTICLE VI.

                         THE NOTES AND THE CERTIFICATES

                  SECTION 6.01.  Determination of Rates.

                  (a) The Company shall select whether the Applicable Rate will
be determined by reference to the LIBO Rate or the Base Rate by giving written
notice of that determination to the Trustee and the Agent three Business

                                       37
<PAGE>   42
Days (or one Business Day if the Company selects the Base Rate) before each
Interest Setting Date. If the Applicable Rate is to be determined by reference
to the LIBO Rate, such notice shall also specify the Interest Period or Periods
elected by the Company as to which the LIBO Rate shall apply. As to any portion
of the principal of the Instruments which bears interest determined by reference
to the LIBO Rate, the Company may elect to Convert the Applicable Rate with
respect thereto to the Base Rate, or elect a different LIBO Interest Period or
Periods with respect thereto, only on the last day of the then current Interest
Period applicable thereto. As to any portion of the principal of the Instruments
which bears interest determined by reference to the Base Rate, the Company may
elect to Convert the Applicable Rate with respect thereto to the LIBO Rate on
any Business Day, subject to the aforesaid notice requirement. Any Conversion of
Base Rate Fundings into LIBO Rate Fundings shall be in an amount not less than
$10,000,000. In the case of any Conversion of Base Rate Fundings into LIBO Rate
Fundings, the Company shall indemnify each Purchaser against any loss, cost or
expense incurred by such Purchaser 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 Purchaser to fund the
Funding to be Converted by such Purchaser as a result of such revocation.

                  (b) All computations of interest and of any fee payable
hereunder or under any other Operative Document (other than computations made
for purposes of determining the Maximum Rate) shall be made by the Agent on the
basis of a year of 360 days (365 days in the case of the computation of interest
if the Applicable Rate is determined by reference to the Base Rate), for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or fee is payable. Each
determination by the Agent of an interest rate hereunder or under any other
Operative Document shall be conclusive and binding for all purposes, absent
manifest error, but no such interest rate shall ever exceed the Maximum Rate.

                  (c) Each Reference Bank agrees to furnish to the Agent timely
information for the purpose of determining each LIBO Rate. If any one or more of
the Reference Banks shall not furnish such timely information to the Agent for
the purpose of determining any such interest rate, the Agent shall determine
such interest rate on the basis of timely 

                                       38
<PAGE>   43
information furnished by the remaining Reference Banks. The Agent shall give
prompt notice to the Company and the Purchasers of the Applicable Rate.

                  (d) If, with respect to any LIBO Rate Fundings, the Majority
Purchasers notify the Agent that the LIBO Rate for any Interest Period for such
Funding will not adequately reflect the cost to such Majority Purchasers of
making, funding or maintaining their respective LIBO Rate Fundings for such
Interest Period, the Agent shall forthwith so notify the Company and the
Purchasers, whereupon (i) each LIBO Rate Funding will automatically, on the last
day of the then existing Interest Period therefor, Convert into a Base Rate
Funding, and (ii) the obligation of the Purchasers to make, or to Convert
Fundings into, LIBO Rate Fundings shall be suspended until the Agent shall
notify the Company and the Purchasers that the circumstances causing such
suspension no longer exist.

                  (e) If the Company shall fail to select the duration of any
Interest Period for any LIBO Rate Funding the Agent will forthwith so notify the
Company and the Purchasers and such Fundings will automatically, on the last day
of the then existing Interest Period therefor, Convert into Base Rate Fundings.

                  (f) On the date on which the aggregate unpaid principal amount
of LIBO Rate Fundings comprising any Funding shall be reduced, by payment or
prepayment or otherwise, to less than $10,000,000, such Fundings shall
automatically convert into Base Rate Fundings.

                  (g) If fewer than two Reference Banks furnish timely
information to the Agent for determining the LIBO Rate for any LIBO Rate
Fundings,

                           (i) the Agent shall forthwith notify the Company and
                  the Purchasers that the interest rate cannot be determined for
                  such LIBO Rate Fundings,

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

                           (iii) the obligation of the Purchasers to make, or to
                  convert Base Rate Fundings into, LIBO Rate Fundings shall be
                  suspended until the Agent shall

                                       39
<PAGE>   44

         notify the Company and the Purchasers that the circumstances causing
         such suspension no longer exist.

                  (h) In the event, and on each occasion, that on the Interest
Setting Date the Agent shall have determined (which determination shall be
conclusive and binding upon the Company absent manifest error) that reasonable
means do not exist for ascertaining the LIBO Rate for purposes of determining
the Applicable Rate, then the Agent shall, as soon as practicable thereafter,
give written, telex or facsimile notice of such determination to the Company,
the Purchasers and the Trustee, and thereafter the Applicable Rate on the
Instruments shall be determined by reference to the Base Rate (rather than the
LIBO Rate), but in no event to exceed the Maximum Rate, until the circumstances
giving rise to such notice no longer exist.

                  (i) In the event that, subsequent to the Financing Closing
Date, the introduction of or any change in any United States or foreign Law, or
the interpretation or application thereof, makes it unlawful, or any central
bank or other governmental authority having jurisdiction asserts that it is
unlawful, for any Purchaser (including any branch, subsidiary or Affiliate
office of such Purchaser from which the Instruments are actually funded or at
which the Instruments are actually maintained or held) to fund or maintain
and/or to continue to hold the Instruments if the Applicable Rate thereon is
determined with respect to the LIBO Rate, then the Applicable Rate on such
Instruments shall be converted automatically to the Base Rate plus the
Applicable Margin (but in no event to exceed the Maximum Rate) on and after the
last day of the applicable Interest Period or on and after such earlier date as
may be required by such Law.

                  (j) Upon the occurrence and during the continuance of an Event
of Default arising from the nonpayment of the Company's obligations hereunder,
the Applicable Rate on the Instruments shall automatically be converted to the
Base Rate.

                  SECTION 6.02. Assignments and Participations. (a) The Company
may not assign its rights or delegate its obligations under this Agreement
without the prior written consent of the Agent and all of the Purchasers. Upon
an assignment to and assumption by a Person of the rights and obligations of the
Company under and in compliance with this Agreement, the representations,
warranties and covenants of the Company and the conditions applicable to the
Company 

                                       40
<PAGE>   45

hereunder shall thereafter apply to such Person and not to the Company.

                  (b) In addition to the assignments permitted under Section
6.02(h), each Note Purchaser and each Certificate Purchaser may assign to one or
more Eligible Assignees all or a portion of the Instruments then held by it and
its rights and obligations thereunder and under this Agreement (including,
without limitation, all or a portion of its Interim Note (HCL) Commitment and
Certificate (HCL) Commitment and/or the HCL Advances under its Interim Notes
(HCL Series) and/or its HCL Investment under its Certificates (HCL Series)) and
the other Operative Documents; provided, however, that (i) each assignment shall
be of a constant, and not a varying, percentage of all such rights and
obligations; (ii) each such assignment of Notes shall be of a pro rata share of
each series of Notes then held by such Note Purchaser; (iii) the aggregate
principal amount of the Notes 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 million in original principal
amount and in integral multiples of $1 million in excess thereof; (iv) no such
assignment shall be made if as a result thereof any Purchaser's aggregate
Interim Note (HCL) Commitment, after giving effect to such assignment, is less
than $5 million (determined as of the date of the Assignment and Acceptance with
respect to such assignment); provided, however, that this Section
6.02(b)(iii)-(iv) shall not prohibit an assignment of the entire outstanding
principal amount of the Notes then held by a Purchaser; and (v) the parties to
each such assignment shall execute and deliver to each of the Agent, with (if
requested by the Agent) an administrative fee to be paid by the Assignor (as
defined below) of $3,000, and the Trustee for its acceptance and recording in
the Record or the Register as the case may be, an Assignment and Acceptance;
provided, however, the requirements of Sections 6.02(b)(i)-(iv) shall not apply
with respect to assignments to such Purchaser's Affiliates or to any financial
institutions to which the Note Purchaser is assigning Notes as collateral
security pursuant to Regulation A of the Federal Reserve Board and any operating
circular issued by the Federal Reserve System and/or the Federal Reserve Bank or
otherwise. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance (which
effective date shall be at least five Business Days after the execution of such
Assignment and Acceptance, or with respect to an Assignment and Acceptance for
Certificates, such earlier date as the Assignor and Assignee

                                       41
<PAGE>   46

shall agree), (x) the assignee thereunder (the "Assignee") shall be a party
hereto and to the other Operative Documents to which the Purchasers are parties
and, to the extent that rights and obligations hereunder have been assigned to
and assumed by it, have the rights and obligations of a Purchaser hereunder and
a Holder of Instruments under the Operative Documents (including the obligation
of confidentiality set forth in Section 9.17) and (y) the assignor thereunder
(the "Assignor") shall, to the extent that rights and obligations hereunder have
been assigned by it, relinquish its rights (other than any rights to
indemnification it may have hereunder or under the Operative Documents) and be
released from its obligations under this Agreement (other than the
confidentiality obligations set forth in Section 9.17) and the other Operative
Documents with respect to all or such portion, as the case may be, of its
Interim Note (HCL) and/or Certificate (HCL) Commitments (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of Assignor's
rights and obligations under the Agreement and the other Operative Documents,
such Assignor shall, except as set forth above, cease to be a party hereto). To
the extent that the Certificate Purchaser is an Assignor, the term "Certificate
Purchaser," as used in the Operative Documents, shall refer to each Holder of
the Certificates and the obligations of each Certificate Purchaser hereunder
shall be several and not joint and several.

                  (c) By executing and delivering an Assignment and Acceptance,
the 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 Assignor 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 and
the other Operative Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, the other
Operative Documents or any other instrument or document furnished pursuant
hereto; (ii) such Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the
Construction Agent or the performance or observance by the Company or the
Construction Agent of any of their respective obligations under this Agreement
or any other Operative Document, or any other instrument or document furnished
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
Sections 4.01(d) and 5.01(a) and such other 

                                       42
<PAGE>   47
documents and information as it has deemed appropriate to make its own credit
analysis and decision with respect to entering into such Assignment and
Acceptance; (iv) such Assignee will, independently and without reliance upon the
Agent, the Company, the Trustee, VCMI, such Assignor or any other Note or
Certificate Purchaser 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
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Operative Documents as are delegated to the
Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto; and (vii) such Assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Note and/or
Certificate Purchaser.

                  (d) The Agent shall maintain at its address listed on Schedule
I hereto 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 Note and
Certificate Purchasers and the Commitment of, and principal amount of the
Advances and stated amount of the Investment owing to, each Note and Certificate
Purchaser from time to time (the "Record"). The entries in the Record shall be
conclusive and binding for all purposes, absent manifest error, and the Company,
the Agent, the Trustee and the Note and Certificate Purchasers may treat each
Person whose name is recorded in the Record as a Note and/or Certificate
Purchaser hereunder for all purposes of this Agreement. The Record shall be
available for inspection by the Company or any Note or Certificate Purchaser at
any reasonable time and from time to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an Assignor and an Assignee representing that it is an Eligible Assignee, the
Agent shall, if such Assignment and Acceptance has been completed give prompt
oral or written notice to the Company and the Trustee and (i) accept such
Assignment and Acceptance, and (ii) record the information contained therein in
the Record. The Agent shall provide the Company with a current list of all
Purchasers no less frequently than quarterly.

                  (f) Each Note and Certificate Purchaser may sell
participations to one or more banks or other entities in or

                                       43
<PAGE>   48
to all or a portion of the Instruments then held by it and its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Instrument or Instruments held by it) and the
other Operative Documents; provided, however, that (i) such Purchaser's
obligations under this Agreement and the other Operative Documents (including
without limitation all or a portion of its Interim Note (HCL) Commitment to make
HCL Advances) shall remain unchanged; (ii) such Note or Certificate Purchaser
shall remain the Holder of any such Instrument for all purposes under this
Agreement and the other Operative Documents and the Company, the Agent, the
Trustee, and the other Note and Certificate Purchasers shall continue to deal
solely and directly with such Purchaser in connection with such Purchaser's
rights and obligations under this Agreement; (iii) no such participant shall be
entitled to receive any greater payment than such Purchaser would have been
entitled to receive with respect to the rights participated (including, without
limitation, payments for Taxes, Other Charges or Increased Costs) except as a
result of circumstances arising after the date of such participation to the
extent that such circumstances affect other Note or Certificate Purchasers and
participants generally; and (iv) no Note or Certificate Purchaser shall assign
or grant a participation that conveys to the participant the right to vote or
consent under this Agreement, other than the right to vote upon or consent to
any reduction of the principal or stated amount of or the interest or
Distributions to be paid on such Purchaser's Instrument(s) or any postponement
of any date for the payment of any amount payable in respect of such Purchaser's
Instruments.

                  (g) Any Note or Certificate Purchaser may, in connection with
any assignment or participation or proposed assignment or participation pursuant
to this Section 6.02, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Company furnished to
such Note or Certificate Purchaser by or on behalf of the Company; provided,
that prior to any such disclosure, the assignee or participant or proposed
assignee or participant shall agree in writing with the Company and the Agent to
preserve the confidentiality of any confidential information relating to the
Company or the transactions contemplated by this Agreement (including, without
limitation, the general structure of this transaction) received by it from such
Note or Certificate Purchaser in a manner consistent with that set forth in
Section 9.17 hereof.

                                       44
<PAGE>   49
                  (h) Anything in this Section 6.02 to the contrary
notwithstanding (except that at all times the requirements of Section 6.02(g)
shall be satisfied), any Note Purchaser may assign and pledge, as collateral or
otherwise, and without notice to or consent of the Company, all or any of the
Notes held by it and any of its rights (including, without limitation, rights to
payment of the principal of and interest on the Notes) under this Agreement to
(i) any of its Affiliates and (ii) any Federal Reserve Bank, the United States
Treasury or to any other financial institution as collateral security pursuant
to Regulation A of the Federal Reserve Board and any operating circular issued
by the Federal Reserve System and/or the Federal Reserve Bank or otherwise;
provided, that any payment made by the Company to the Trustee or VCMI for the
benefit of such assigning and/or pledging Purchaser in accordance with the terms
of the Operative Documents shall satisfy the Company's obligations under the
Operative Documents in respect thereof to the extent of such payment. No such
assignment and/or pledge set forth in (ii) above shall release the assigning
and/or pledging Note Purchaser from its obligations hereunder.

                  SECTION 6.03. Taxes. (a) Any and all payments by the Company,
the Trustee, the Agent or VCMI hereunder or under any of the other Facility
Documents (including, without limitation, payments of Fixed Rent, Additional
Rent, interest, Distributions, fees and principal and stated amounts of the
Instruments and payments by VCMI under the VCMI Note) shall be made free and
clear of and without deduction for any and all present or future Impositions and
all liabilities with respect thereto, excluding, in the case of payments made to
each Purchaser, the Agent, the Trustee or VCMI, as the case may be, Excluded
Charges. Deduction may be made, if required to be made by Law, in the case of
payments made to each Purchaser, the Agent, the Trustee or VCMI, as the case may
be, for each of the Excluded Charges.

                  If the Company, the Agent, the Trustee or VCMI shall be
required by Law to deduct any Charges from or in respect of any sum payable
hereunder or under any of the Facility Documents to the Trustee, the Agent, VCMI
or any Purchaser, (i) the sum payable by such deducting party shall be increased
as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 6.03) the
Trustee, the Agent, VCMI or such Purchaser, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Company, the Agent, the Trustee or VCMI, as the case may be, shall

                                       45
<PAGE>   50
make such deductions, and (iii) the Company, the Agent, the Trustee or VCMI, as
the case may be, shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Law. The Company will
indemnify the Agent, the Trustee and VCMI for the full amount of any sums paid
by the Agent, the Trustee and VCMI pursuant to the preceding sentence.

                  (b) Notwithstanding anything to the contrary contained in this
Agreement, each of the Company, the Agent, the Trustee and VCMI shall be
entitled, to the extent it is required to do so by Law, to deduct or withhold
income or other similar Taxes imposed by the United States of America or any
other jurisdiction on Fixed Rent, Additional Rent, interest, Distributions,
fees, principal and stated amounts of the Instruments or other amounts payable
hereunder or under the other Facility Documents for the account of the Trustee,
VCMI, the Agent or any Purchaser (without the payment of increased amounts to
such Purchaser, the Agent, the Trustee or VCMI pursuant to clause (a) of this
Section 6.03 in the case of Excluded Charges) unless the Trustee (or any
successor thereto) or a Purchaser, as the case may be, has timely filed with the
Agent (who shall then promptly forward the same to the Company and the Trustee)
the Prescribed Forms for the applicable year to the extent deduction or
withholding of such Taxes is not required or reduced as a result of the filing
of such Prescribed Forms. If the Agent, the Trustee or VCMI shall so deduct or
withhold any such Taxes, it shall provide a statement to such Purchaser, and if
the Company shall so deduct or withhold any such Taxes, it shall provide a
statement to the Trustee, in each case setting forth the amount of such Taxes so
deducted or withheld, the applicable rate and any other information or
documentation which such Purchaser or the Trustee may reasonably request for
assisting such Purchaser or the Trustee to obtain any allowable credits or
deductions for the Taxes so deducted or withheld in the jurisdiction or
jurisdictions in which such Purchaser is subject to Taxes.

                  (c) In addition, the Company agrees to pay any present or
future stamp or documentary Taxes or any other excise or property Taxes payable
by or on behalf of VCMI, the Agent, the Trustee or any Purchaser, including any
transfer Taxes with respect to VCMI's acquisition of the Ground Lease Property
or the Chlorine Facility Easement pursuant to the Ground Lease or other property
transfer, transfer gains or mortgage recording Taxes, charges or similar levies
which arise from the acquisition, ownership, operation, occupancy, possession,
use, non-use, financing, leasing, subleasing, or disposition or condition of the

                                       46
<PAGE>   51
Property or any part thereof by VCMI or from any payment made to VCMI, the
Agent, the Trustee or any Purchaser hereunder or under the other Facility
Documents or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any of the other Operative Documents and arising
directly or indirectly out of the transactions contemplated by this Agreement or
any of the Facility Documents (hereinafter referred to as "Other Taxes").

                  (d) The Company will indemnify the Trustee, VCMI, the Agent
and each Note and Certificate Purchaser for the full amount of any Charges
(including, without limitation, any Other Taxes imposed by any jurisdiction on
amounts payable under this Section 6.03) paid by the Trustee, VCMI, the Agent or
such Purchaser as the case may be, and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such Charges were correctly or legally asserted (it being the intent to
indemnify the Trustee, VCMI, the Agent and the Purchasers with respect to
Charges resulting from such Person's own negligence). Payments under this
indemnification shall be made within 30 days from the date such Purchaser, VCMI,
the Agent or the Trustee, as the case may be, makes written demand therefor,
which demand shall include a receipt or a reasonably detailed statement of such
Charges. In no event shall the Company, in connection with this indemnity or for
any other purpose whatsoever under any Facility Document, have any right to
examine any tax return or related books and records of the Trustee, VCMI, the
Agent or of any Note or Certificate Purchaser.

                  (e) As soon as practicable but in any event within 15 days
after the date of the payment of Charges by the Company, the Company will
furnish to the Trustee the original or a certified copy of a receipt or other
similar instrument (if available) evidencing payment thereof. Should any
Purchaser, VCMI, the Agent or the Trustee receive any refund, credit or
deduction from any taxing authority (whether before or after payment in full of
the principal and stated amount of, and interest on and Distributions with
respect to, the Instruments) to which such Purchaser, VCMI, the Agent or the
Trustee, as the case may be, would not be entitled but for the payment by the
Company of Charges as required by this Section 6.03 (it being understood that
the decision whether to make a claim, and if claimed, as to the amount of any
such refund, credit or deduction shall be made by such Purchaser, VCMI, the
Agent or the Trustee in its sole discretion; such Purchaser, VCMI, the Agent or
the Trustee, as the case may be, thereupon shall repay, together 

                                       47
<PAGE>   52
with any interest paid or allowed by the refunding, crediting or deducting
taxing authority in connection with such refund, credit or deduction, to the
Company an amount with respect to such refund, credit or reduction equal to any
net reduction in Taxes actually obtained by such Purchaser, VCMI, the Agent or
the Trustee, as the case may be, and determined by such Purchaser, VCMI, the
Agent or the Trustee, as the case may be, in its sole discretion to be
attributable to such refund, credit or deduction.

                  (f) Each Note Purchaser 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 Note Purchaser and on
the date of the Assignment and Acceptance pursuant to which it becomes a Note
Purchaser in the case of each other Note Purchaser, and from time to time
thereafter if requested in writing by the Company (but only so long as such Note
Purchaser remains lawfully able to do so), shall provide the Company 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 Note
Purchaser 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 Note Purchaser at the time such Note Purchaser 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. 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 Note Purchaser reasonably considers
to be confidential, the Note Purchaser shall give notice thereof to the Company
and shall not be obligated to include in such form or document such confidential
information.

                  (g) Without prejudice to the survival of any other agreement
of the Company, the Trustee, VCMI, the Agent or the Purchasers hereunder, the
agreements and obligations of the Company, the Trustee, VCMI, the Agent and the
Purchasers contained in this Section 6.03 shall survive the payment in full of
both the principal of and interest on the Notes and the Certificate Liquidation
Amount of the Certificates.

                  SECTION 6.04. Substitution of Purchaser. If (i) any Note
Purchaser shall have converted the basis for determining the Applicable Rate on
its Instruments from the 

                                       48
<PAGE>   53
LIBO Rate to Base Rate pursuant to Section 6.01(d) or (e) or shall have required
the payment of Reserve Costs or Increased Costs, or (ii) any Note or Certificate
Purchaser shall have required the payment of Charges or Other Taxes, the Company
shall have the right, after consultation and discussion with the Agent, to seek
a substitute purchaser or purchasers satisfactory to the Company (which may be
one or more of the other Note or Certificate Purchasers) to assume the Note
and/or Certificate Commitments of such Purchaser and to purchase the Instruments
held by such Purchaser (without recourse to or warranty by such Purchaser and
subject to all amounts owing to such Purchaser under this Agreement having been
paid in full).

                  SECTION 6.05. Sharing of Payments, Etc. If any Note or
Certificate Purchaser shall obtain any payment (whether voluntary or
involuntary), on account of the Instruments held by it (other than on account of
Reserve Costs, Funding Costs, Break Costs, Illegality Costs or Increased Costs
and other than pursuant to Section 6.03 or any indemnification provision of the
Facility Documents) in excess of its ratable share of payments on account of the
Instruments obtained by all the Note and Certificate Purchasers, such Purchaser
shall forthwith purchase from the other Note and Certificate Purchasers such
participations in the Instruments held by them as shall be necessary to cause
such purchasing Purchaser 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 Purchaser, such purchase from each
Note and Certificate Purchaser shall be rescinded and each Note and Certificate
Purchaser shall repay to the purchasing Purchaser the purchase price to the
extent of such Purchaser's ratable share (according to the proportion of (i) the
amount of the participation purchased from such Purchaser as a result of such
excess payment to (ii) the total amount of the participations purchased in
respect of such excess payment) of such recovery together with an amount equal
to such Purchaser's ratable share (according to the proportion of (i) the amount
of such Purchaser's required repayment to (ii) the total amount so recovered
from the purchasing Purchaser) of any interest or other amounts paid or payable
by the purchasing Purchaser in respect of the total amount so recovered.
Notwithstanding that the Purchaser shall have purchased a participation in such
Instruments, the purchasing Purchaser shall be deemed to have acquired the
voting rights under such Instruments to the extent of, and for the duration of,
such participation, as if such Purchaser shall have been an Assignee thereof.

                                       49
<PAGE>   54
                  SECTION 6.06. Tax Treatment. (a) The parties hereto agree that
it is the Company's intention that for Federal, state and local income Tax
purposes (i) the Lease be treated as the repayment and security provisions of a
loan by VCMI to the Company, (ii) the Lessee be treated as the legal and
beneficial owner entitled to any and all benefits of ownership of the Property
or any part thereof and (iii) all payments of Fixed Rent during the Term be
treated as payments of interest and principal, as the case may be.

                  (b) The Company agrees that neither it nor any member of any
affiliated group of which it is or may become a member (whether or not
consolidated or combined returns are filed for such affiliated group for
Federal, state or local income Tax purposes) will at any time take any action,
directly or indirectly, or file any return or other document inconsistent with
the intended income Tax treatment set forth in Section 6.06(a) hereof, and the
Company agrees that the Company and any such Affiliates will file such returns,
maintain such records, take such actions and execute such documents as may be
appropriate to facilitate the realization of such intended income Tax treatment.

                  (c) Each of the Trustee, the Agent, VCMI and the Note and
Certificate Purchasers agrees that neither it nor any member of any affiliated
group of which it is or may become a member (whether or not consolidated or
combined returns are filed for such affiliated group for Federal, state or local
income Tax purposes) will at any time take any action, directly or indirectly,
or file any return or other document claiming, or asserting that it is entitled
to the income Tax benefits, deductions and/or credits which, pursuant to the
intended income Tax treatment set forth in Section 6.06(a) hereof, would
otherwise be claimed or claimable by the Company, and that it and any such
Affiliates will file such returns, maintain such records, take such actions, and
execute such documents (as reasonably requested by the Company from time to
time) as may be appropriate to facilitate the realization of, and as shall be
consistent with, such intended income Tax treatment, other than engaging in any
contest of such treatment with any taxing authority, and if any such filing,
maintenance, action or execution requested by the Company would result in any
additional income Tax liability payable by it or any Affiliate, or could
reasonably be expected to result in liability payable by it or any Affiliate,
other than any liability related to or arising as a result of the intended
income Tax treatment set forth in Section 6.06(a) hereof, then the Company will
provide an indemnity against such

                                       50
<PAGE>   55
unrelated income Tax liability or other liability satisfactory to the Trustee,
the Agent, VCMI or the Note and Certificate Purchaser, as the case may be, in
its sole opinion.

                                  ARTICLE VII.

                       EVENTS OF DEFAULT AND UNWIND EVENTS

                  SECTION 7.01. Events of Default. If any of the following
events shall occur and be continuing, it shall constitute an "Event of Default"
hereunder:

                  (a) The Company (i) shall fail to observe or perform any
covenant contained in Section 5.01(a)(iii), 5.01(d), 5.01(h), 5.01(i), 5.01(j)
or 5.01(k) or (ii) shall not comply with any of its payment obligations under
Section 9.15(c) within five Business Days after its receipt of a written demand
by an Indemnified Party or shall not comply with any of its other obligations
under Section 9.15 in a timely manner.

                  (b) Other than as is set forth in Section 7.01(a), the Company
shall fail to observe or perform any covenant or agreement contained in this
Agreement and such failure shall continue for 30 days after written notice
thereof has been given to the Company by the Trustee or the Agent of such
failure.

                  (c) The Company 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 of at least $10,000,000 in the aggregate (but
excluding Debt outstanding hereunder) of the Company 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,


                                       51
<PAGE>   56
purchase or defease such Debt shall be required to be made, in each case prior
to the stated maturity thereof; or

                  (d) The Company 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 Company 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 Company or any
of its Subsidiaries shall take any corporate action to authorize any of the
actions set forth above in this subsection (d); or

                  (e) Any judgment or order for the payment of money in excess
of $10,000,000 shall be rendered against the Company 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

                  (f) Any non-monetary judgment or order shall be rendered
against the Company 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 of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

                  (g) 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

                                       52
<PAGE>   57
which an ERISA Event shall have occurred and then exist (or the liability of the
Company and its ERISA Affiliates related to any such ERISA Event) has, or is
reasonably likely to have, a Material Adverse Effect; or

                  (h) The Company 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 Company 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

                  (i) The Company 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 Company and its ERISA Affiliates to all
Multiemployer Plans that are then in reorganization or being 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;

                  (j) Any certification or any representation or warranty of the
Company set forth herein or in any Operative Document or certificate, notice,
demand, request or other document delivered by or on behalf of the Company to
the Trustee, the Note and/or Certificate Purchasers, VCMI or the Agent hereunder
or under any Operative Document shall be inaccurate in any material respect as
of the time when the same shall have been made.

                  (k) An "Event of Default" (as defined in any such other
Operative Document but excluding an Unwind Event) under any such other Operative
Document shall have occurred.

                  (l) Any Operative Document or any obligation of the Company
thereunder shall be revoked or repudiated or attempted to be revoked or
repudiated by the Company, or shall cease to be in full force and effect, by
operation of Law or by any other means.

                  (m) (i) Any Person or two or more Persons acting in concert
shall have acquired beneficial ownership (within 

                                       53
<PAGE>   58
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
Company (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 Company,
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 Company shall cease for any reason (other than due to
death or disability) to constitute a majority of the board of directors of the
Company (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 Company or
(y) nominated for election by a majority of the remaining members of the
nominating committee of the board of directors of the Company and thereafter
elected as directors by the shareholders of the Company); 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 Maturity 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 Company.

                  (n) Any Applicable Permit shall fail to be in full force and
effect.

                  SECTION 7.02. Remedies upon an Event of Default. (a) If an
Event of Default has occurred and is continuing, VCMI and the Trustee may
exercise any of the rights or remedies granted to VCMI or the Trustee under the
Lease or any of the other Operative Documents, in addition to any rights or
remedies of such parties set forth in this Participation Agreement.

                  (b) If an Event of Default has occurred and is continuing then
each of the Trustee, VCMI, the Agent and the Purchasers may take all steps
necessary or advisable to protect and enforce its rights hereunder, whether by
action, suit or proceeding at law or in equity, for the specific performance of
any covenant, condition or agreement contained herein, or in aid of the
execution of any power herein granted, or for the enforcement of any other
appropriate legal or equitable remedy or otherwise as such party shall deem
necessary or advisable.

                                       54
<PAGE>   59
                  (c) No right or remedy hereunder shall be exclusive of any
other right, power or remedy, but shall be cumulative and in addition to any
other right or remedy hereunder or now or hereafter existing by law or in
equity, and the exercise by a party hereto of any one or more of such rights,
power or remedies shall not preclude the simultaneous exercise of any or all of
such other rights, powers or remedies. Any failure to insist upon the strict
performance of any provision hereof or to exercise any option, right, power or
remedy contained herein shall not constitute a waiver or relinquishment thereof
for the future. The Trustee, VCMI and the Holders from time to time of the
Instruments shall be entitled to injunctive relief in case of the violation or
attempted or threatened violation of any of the provisions hereof by any other
party hereto, a decree compelling performance of any of the provisions hereof or
any other remedy allowed by Law or in equity.

                  SECTION 7.03. Unwind Events. Any Event of Default (as defined
in the Agency Agreement) arising from the failure of the Construction Agent to
comply with the provisions of Sections 3(a), 3(b) or 3(c) of the Agency
Agreement shall not be deemed an Event of Default hereunder but shall constitute
an "Unwind Event".

                  SECTION 7.04. Remedies upon an Unwind Event. If an Unwind
Event shall have occurred, the Company either shall (i)(A) pay to the Trustee
within five (5) days of the occurrence of such Unwind Event an amount (the
"Unwind Fee") equal to 89.9% of the Termination Value, plus all Fixed Rent,
Additional Rent and all costs and expenses incidental to the unwinding of the
transactions, including, without limitation, reasonable fees of Special Counsel
and Trustee's counsel and (B) satisfy each of the Return Conditions other than
the condition set forth in Section 7.05(b)(ii), or (ii) deliver an Offer to
Purchase the Property and purchase the Property upon payment of the Offer
Purchase Price pursuant to paragraphs 14 and 15 of the Lease. Upon satisfaction
of the conditions set forth in (i) or (ii) above, this Agreement shall terminate
as set forth in Section 9.01.

                  SECTION 7.05. Residual Guaranty and Return Conditions. (a)
Upon the expiration of the Lease, if the Company does not purchase the Property
pursuant to the Lease, the Company shall pay to the Trustee on the Expiration
Date (or on the expiration date of the final Extended Term if the Lease has been
extended pursuant to paragraph 27(d) of the Lease), an advance residual guaranty
payment equal to the Series A Portion of the Original Capitalized Cost of the
Property (the "Residual Guaranty").

                                       55
<PAGE>   60

                  (b) Upon the election of the Company to surrender the Property
to VCMI pursuant to paragraph 27(a)(ii) of the Lease or Section 7.04(i) hereof,
the Company shall provide, or cause to be provided or accomplished, at the sole
cost and expense of the Company, to or for the benefit of VCMI and the holders
of the Instruments, at least thirty (30) days but not more than sixty (60) days
prior to the Expiration Date or date of such other termination of the Lease each
of the following (collectively, the "Return Conditions"):

                          (i) an environmental audit of the Property, together
         with a copy of the Environmental Consultant's report on its audit,
         satisfactory, in form and substance, to the Agent, the Trustee, VCMI
         and the B-Note and Certificate Purchasers, to the effect that (A) the
         Property is in compliance with all Environmental Laws then enacted or
         then proposed, as determined by the Environmental Consultant and
         special counsel selected by the Agent; (B) the environmental condition
         of the Property on the date the Property is surrendered is no worse
         than the environmental condition of the Property on the Financing
         Closing Date and (C) there is no pending or overtly threatened
         litigation, investigation or other legal proceeding of any kind that
         could result in any liability to any Purchaser, the Agent, the Trustee
         or VCMI or in the imposition of any Lien on the Property;

                         (ii) a report of the Appraiser and/or the Independent
         Engineer, satisfactory in form and substance to VCMI, the Trustee, the
         Agent and the B-Note and Certificate Purchasers, to the effect that the
         Property has been maintained in accordance with the terms and
         conditions of the Lease and that (based on inspection) the Property (x)
         meets or exceeds the original design specifications and (y) is capable
         of operating as a vinyl chloride monomer production facility with
         associated chlorine unloading facilities and (unless earlier purchased
         by the Company pursuant to the Lease) hydrogen chloride reactor systems
         at design capacity, and at an efficiency and reliability typical of
         then-current market standards for similar plants located in the United
         States and owned and operated by major chemical or petrochemical
         companies and with the useful life contemplated by and in accordance
         with the Construction Plans and applicable Laws, and VCMI, the Trustee,
         the Agent and the B-Note and Certificate Purchasers are satisfied,
         based on such report, that the Property is capable of operating as


                                       56
<PAGE>   61

         herein provided in conformity with the Guiding Principles of the
         Chemical Manufacturers Association then in effect;

                        (iii) evidence satisfactory to the Agent, VCMI, the
         Trustee and the Purchasers of the B-Notes and Certificates that the
         Company is, and (as of the Expiration Date or date of such other
         termination of the Lease) will be, in full compliance with the Services
         Agreement and has made arrangements satisfactory to VCMI and the Agent
         for the provision of services required thereunder for the remainder of
         the term of the Ground Lease;

                         (iv) the Company shall have arranged for a Texas
         Standard Form T-1 form of extended coverage owner's title insurance
         policy, or a commitment therefor, issued by the Title Company, marked
         "premium paid" (the "Expiration Title Policy") in an aggregate amount
         equal to the Original Capitalized Cost of the Property and in form and
         substance satisfactory to the Purchasers of the B-Notes and
         Certificates and Special Counsel, to be delivered to the Purchasers of
         the B-Notes and Certificates and Special Counsel, together with copies
         of all documents relating to title exceptions referred to therein,
         showing record title in VCMI. The Expiration Title Policy shall insure
         that VCMI has a valid leasehold interest in the Ground Lease Property
         and fee title to the Improvements, subject only to Permitted
         Encumbrances, and shall contain such endorsements as any Purchaser
         (through the Trustee) or Special Counsel may request;

                          (v) the Company may and, if directed to do so by VCMI
         or the Trustee, the Company shall remove, or cause the removal of, at
         the Company's sole expense, any inventory, fixtures, machinery,
         equipment or other property belonging to the Company or third parties
         in compliance with paragraph 10(b) of the Lease;

                         (vi) the Company shall have conveyed to VCMI and its
         successors and assigns all rights of access to the Property necessary
         to facilitate (in the judgment of the Trustee) VCMI's and its
         successors' and assigns' permitted use of the Property or any part
         thereof pursuant to the Ground Lease;

                        (vii) the Independent Engineer has certified that the
         Plant is capable of producing and/or the Company has entered into
         supply agreements to provide

                                       57
<PAGE>   62

         the Company with sufficient hydrogen chloride to enable the Company to
         operate the HCL Facility at a rate of 720 short tons per day during
         routine operations; and

                       (viii) if directed to do so by VCMI, the Agent and the
         Trustee, the Company shall execute and deliver any and all further
         instruments, agreements and documents as may, in the reasonable opinion
         of the VCMI, the Agent and the Trustee, be necessary to confirm the
         termination and expiration of the Lease and to acknowledge that the
         Company, from the date of termination and expiration, ceases to have
         any interest in the Property under the Lease.

                                  ARTICLE VIII.

                                    THE AGENT

                  SECTION 8.01. Authorization and Action. Each Purchaser hereby
appoints and authorizes the Agent to take such action as the Agent on such
Purchaser's behalf and to exercise such powers under this Agreement and the
other Facility Documents as are delegated to the Agent by the terms hereof and
thereof, together with such powers as are reasonably incidental thereto. As to
any matters not expressly provided for by this Agreement or the other Facility
Documents, the 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 Majority Purchasers, and such instructions shall be binding upon all
Purchasers; provided, however, that the Agent shall not be required to take any
action which exposes the Agent to personal liability or which is contrary to
this Agreement or applicable Law. The Agent agrees to give to each Note and
Certificate Purchaser prompt notice of each notice given to it by the Company
and the Trustee pursuant to the terms of the Operative Documents.

                  SECTION 8.02. Agent's Reliance, Etc. NEITHER THE 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
AGREEMENT OR THE OTHER FACILITY DOCUMENTS, EXCEPT FOR ITS OR THEIR OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENT THAT SUCH PERSONS SHALL
NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY
NEGLIGENCE. Without limiting the generality of the foregoing, the Agent: (i) may
consult with legal counsel,

                                       58
<PAGE>   63
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; (ii) makes
no warranty or representation to any Note or Certificate Purchaser and shall not
be responsible to any Note or Certificate Purchaser for any statements,
warranties or representations made in or in connection with this Agreement or
the other Facility Documents; (iii) 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 or the other Facility Documents on the part of the
Company or to inspect the property (including the books and records) of the
Company; (iv) shall not be responsible to any Note or Certificate Purchaser for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or the other Facility Documents or any other
instrument or document furnished pursuant hereto; and (v) shall incur no
liability under or in respect of this Agreement or the other Facility Documents
by acting upon any notice, consent, certificate or other instrument or writing
in accordance with the terms hereof believed by it to be genuine and signed or
sent by the proper party or parties.

                  SECTION 8.03. Citicorp and Affiliates. With respect to the
Fundings made by it and the Instruments issued to it, Citibank U.S.A. shall have
the same rights and powers under any Instrument and this Agreement as any other
Purchaser and may exercise the same as though Citibank were not the Agent; and
the terms (x) "Purchaser" or "Purchasers" and (y) "Note Purchaser" or "Note
Purchasers" shall, unless otherwise expressly indicated, include Citibank U.S.A.
in its individual capacity, and Citicorp and its Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, the Company and any Subsidiary and any Person who may
do business with or own securities of the Company or any Subsidiary, all as if
Citibank were not the Agent and without any duty to account therefor to the
Purchasers.

                  SECTION 8.04. Purchaser Credit Decision. Each Purchaser
acknowledges that it has, independently and without reliance upon the Agent, the
Trustee, VCMI or any other Purchaser and based on the financial statements
referred to in Section 4.01(d) and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Purchaser also acknowledges that it will, independently and
without reliance upon the Agent, the Trustee, VCMI or

                                       59
<PAGE>   64
any other Note or Certificate Purchaser or Holder from time to time of the
Instruments and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions with respect
to this Agreement or any of the other Operative Documents.

                  SECTION 8.05. Indemnification. The Note and Certificate
Purchasers agree to indemnify the Agent, ratably according to the respective
aggregate principal and stated amounts of the Instruments then held by each of
them (or if the Instruments have been fully repaid and retired or if any
Instruments are held by Persons which are not Note or Certificate Purchasers,
ratably according to either (i) the respective aggregate amounts of their Note
and Certificate Commitments, or (ii) if all such Commitments have terminated,
the respective amounts of the Note and Certificate Commitments immediately prior
to the time the Note and Certificate Commitments were terminated), from and
against any and all Losses which may be imposed on, incurred by, or asserted
against the Agent in any way relating to or arising out of this Agreement or any
other Facility Document or any action taken or omitted by the Agent under this
Agreement or any other Facility Document; provided, that no Note or Certificate
Purchaser shall be liable to the Agent for any portion of such Losses resulting
from the Agent's gross negligence or willful misconduct. Without limitation of
the foregoing, each Note or Certificate Purchaser agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the 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
or any other Operative Document to the extent that the Agent is not reimbursed
for such expenses by the Company.

                  SECTION 8.06. Successor Agent. The Agent may resign at any
time as Agent under this Agreement by giving written notice thereof to the Note
and Certificate Purchasers, the Trustee and the Company and may be removed at
any time with or without cause by the Majority Purchasers. Upon any such
resignation or removal, the Majority Purchasers, subject to the consent of the
Company (which consent shall not be unreasonably withheld), shall have the right
to appoint a successor Agent which shall be a commercial bank or trust company
organized or licensed to conduct banking business under the Laws of the United
States or any state thereof. If no successor Agent shall have been

                                       60
<PAGE>   65
so appointed by the Majority Purchasers, and shall have accepted such
appointment, within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Purchasers' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Note and Certificate Purchasers, appoint a
successor Agent, which shall be a Note or Certificate Purchaser which is 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 $500
million. Upon the acceptance of any appointment as Agent under this Agreement by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent
and shall function as the Agent under this Agreement, and the retiring Agent
shall be discharged from its duties and obligations as Agent under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement,
irrespective of any amendments hereto subsequent to such resignation or removal.

                                   ARTICLE IX.

                                  MISCELLANEOUS

                  SECTION 9.01. Survival. Except as otherwise expressly
provided, the parties' obligations under this Agreement and in any certificate
or other instrument delivered by any party or on such party's behalf pursuant to
this Agreement shall terminate upon the payment in full of all amounts then and
thereafter due on the Notes and the Certificates and under any of the Operative
Documents. The confidentiality provisions contained in this Agreement and the
provisions of Sections 6.03, 9.14, 9.15, 9.17 and 9.20 hereof shall each survive
the payment in full of all amounts then and thereafter due on the Instruments
and due under any of the Operative Documents. Such rights and obligations shall
survive the execution and delivery of any Facility Document, any issuance or
disposition of any of the Instruments, any disposition of any interest in the
Property or the termination of any Facility Document and shall continue in
effect regardless of any investigation made by or on behalf of any party hereto
and notwithstanding that any party may waive compliance with any other provision
of any Facility Document.

                  SECTION 9.02. Notices. Unless otherwise specifically provided
in any Operative Document, all

                                       61
<PAGE>   66
notices, consents, directions, approvals, instructions, requests and other
communications given to any party hereto under any Operative Document shall be
in writing to such party at the address set forth in Schedule I hereto or at
such other address as such party shall designate by notice to each of the other
parties hereto and may be personally delivered (including delivery by private
courier services) or by telecopy (with a copy of such notice sent by private
courier service for overnight delivery or by registered or certified mail), to
the party entitled thereto, and shall be deemed to be duly given or made when
delivered by hand unless such day is not a Business Day, in which case such
delivery shall be deemed to be made as of the next succeeding Business Day or in
the case of telecopy (with a copy of such notice sent by private courier service
for overnight delivery or by registered or certified mail), when sent, so long
as it was received during normal business hours of the receiving party on a
Business Day and otherwise such delivery shall be deemed to be made as of the
next succeeding Business Day.

                  SECTION 9.03. Severability. If any provision hereof or the
application thereof to any Person or circumstance shall be invalid, illegal or
unenforceable, the remaining provisions or the application of such provision to
Persons or circumstances other than those as to which it is invalid or
enforceable, shall continue to be valid and enforceable.

                  SECTION 9.04. Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Company
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Purchasers (unless the Agent is authorized hereunder
or under any Operative Document to act without joinder of the Majority
Purchasers, in which case the Agent may take such action), the Company, VCMI and
the Trustee, 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, in addition to the requirements above, no amendment, waiver or
consent shall, unless in writing and signed by all of the Note and Certificate
Purchasers, do any of the following: (a) increase the Commitments of the
Purchasers or subject the Note or Certificate Purchasers to any additional
obligations, (b) reduce the Applicable Rate or any fees or other amounts payable
hereunder or under any other Operative Document, (c) take action which requires
the signing of all the Note and Certificate Purchasers pursuant to the terms of
this Agreement, (d) postpone any date fixed for any payment 

                                       62
<PAGE>   67
of principal or stated amount of, or interest or Distributions on the
Instruments or any fees or other amounts payable under the Declaration or (e)
amend this Section 9.04; provided, further, that, in addition to the
requirements above, no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Purchasers required above to take such
action, affect the rights or duties of the Agent under this Agreement or any of
the Operative Documents. Notwithstanding the foregoing, a waiver of any or all
of the conditions set forth in Section 3.02 hereof shall be effective if in
writing and signed by the Agent, the Majority Purchasers, VCMI and the Trustee.

                  SECTION 9.05. Headings. The table of contents and headings of
the Articles, Sections and subsections of this Agreement are for convenience
only and shall not affect the meaning of this Agreement.

                  SECTION 9.06. Compliance Responsibility. None of the Trustee
(notwithstanding the representations and warranties of SSBTC in Sections 4.02
and 4.03 hereof), the Agent, VCMI or any Purchaser shall have any responsibility
for compliance by the Property or by the Company with any Law, architectural or
engineering standards or practices or other matters. The Company expressly
assumes such responsibilities and shall indemnify and hold harmless the Trustee,
the Agent, VCMI and the Note and Certificate Purchasers with respect thereto in
the manner provided in the Lease.

                  SECTION 9.07. Definitions. Except as otherwise expressly
provided herein, capitalized terms used in this Agreement and all schedules and
exhibits hereto shall have the respective meanings given in Appendix A hereto.

                  SECTION 9.08. Benefit. The parties hereto and their permitted
successors and assigns, but no others, shall be bound hereby and entitled to the
benefit hereof.

                  SECTION 9.09. Place of Payment. So long as a Purchaser or an
Affiliate of a Purchaser or a bank or institutional investor is the owner of any
beneficial interest in the Instruments, the Trustee will cause all amounts to be
paid by the Trustee which become due and payable or owing on such beneficial
interest in the Instruments to be paid by bank wire transfer of immediately
available funds or, at the option of such Purchaser, such Affiliate, bank or
institutional investor, by check of the Agent, duly mailed, delivered or made at
the address or account referenced in Schedule I hereto or provided in 

                                       63
<PAGE>   68
writing by such Person to the Trustee, in all cases without presentation of the
underlying Instrument, provided, that upon receipt of payment in full the
underlying Instruments shall be returned by the respective Holders thereof to
the Trustee marked "cancelled."

                  SECTION 9.10. Counterparts. The parties may sign this
Agreement in any number of counterparts and on separate counterparts, each of
which shall be an original but all of which together shall constitute one and
the same instrument.

                  SECTION 9.11. Governing Law and Jurisdiction. (a) THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW (OR ANY SIMILAR SUCCESSOR PROVISION THERETO) BUT EXCLUDING ALL
OTHER CONFLICT-OF-LAWS RULES.

                  (b) 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 any
other Facility Document, 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.

                  (c) 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 any other
Facility Document 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.

                                       64
<PAGE>   69

                  SECTION 9.12. Time; Business Day. (a) TIME IS OF THE ESSENCE
IN THIS AGREEMENT, AND THE TERMS HEREIN SHALL BE SO CONSTRUED.

                  (b) If the date scheduled for any payment or action under any
Operative Document shall not be a Business Day, then (unless such Operative
Document provides otherwise) such payment shall be made or such action shall be
taken on the next succeeding Business Day.

                  SECTION 9.13. The Trustee. Except for SSBTC's liability for
SSBTC's representations and warranties in Section 4.02 and Section 4.03, and for
its own gross negligence and willful misconduct and as otherwise provided in the
Operative Documents, it is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by SSBTC, not in its
individual capacity but solely as Trustee, under the Declaration, in the
exercise of the powers and authority conferred and vested in it as the Trustee ,
(b) each of the undertakings and agreements herein made on the part of the
Trustee is made and intended not as a personal representation, undertaking and
agreement by SSBTC but is made and intended for the purpose for binding only the
Trust Estate created by the Declaration, (c) nothing herein contained shall be
construed as creating any liability on SSBTC, individually or personally, to
perform any obligation of the Trustee or VCMI either expressed or implied
contained herein or in the Operative Documents, all such liability, if any,
being expressly waived by the parties to this Agreement and by any Person
claiming by, through or under the parties to this Agreement and (d) under no
circumstances shall SSBTC be personally liable for the payment of any
indebtedness or expenses of the Trustee or VCMI or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Trustee or VCMI under this Agreement or the other Operative
Documents.

                  SECTION 9.14.  Transaction Costs; Facility Fees.

                  (a) Transaction Costs. Whether or not the transactions
contemplated by this Agreement are consummated, the Company shall pay and hold
the Trustee, the Agent, VCMI and the Note and Certificate Purchasers harmless
against any liability for the payment of all reasonable fees, expenses,
disbursements and out-of-pocket costs incurred before, on or after the date
hereof in connection with the preparation, execution and delivery of any
Facility Document, or any other agreement, arrangement, document or paper
relating to the transactions contemplated hereby or any amendment or 

                                       65
<PAGE>   70
supplement thereto or any waivers or enforcement thereof, including, but not
limited to:

                  (i) the reasonable fees, expenses and disbursements of each of
         the Agent, the Trustee, VCMI, Trustee's Counsel, Certificate
         Purchaser's Counsel, Special Counsel and Special Environmental Counsel
         for services rendered to such parties in connection with such
         transactions;

                  (ii) the out-of-pocket expenses of each of the Trustee, VCMI
         and the Agent incurred in connection with such transactions;

                  (iii) all fees and expenses in connection with any appraisal,
         environmental report, engineering study, survey or inspection of the
         Property, or any printing and other document reproduction and
         distribution expenses, stamp or other similar Taxes, fees or excises,
         including interest and penalties, and all filing fees and Taxes in
         connection with the recording or filing of instruments and financing
         statements in connection with the transactions described in this
         Agreement;

                  (iv) the out-of-pocket expenses of the Trustee, VCMI and the
         Agent in connection with the placement of the Instruments as
         contemplated hereby; and

                  (v) the fees, expenses and disbursements of the Agent, the
         Trustee, VCMI and the Purchasers, including the fees, expenses and
         disbursements of their respective counsel, in connection with the
         enforcement of any rights of the Purchasers under any of the Operative
         Documents.

                  (b) Facility Fees. From and after the Second Refinancing Date,
to and including the Interim Note (HCL) Maturity Date, the Company shall pay to
the Agent for the account of each Note Purchaser, on the last day of each March,
June, September and December in each year and on the Interim Note (HCL) Maturity
Date, a facility fee at the applicable rate per annum set forth on the
applicable pricing grids attached hereto as Schedules II and III on its
respective Interim Note (HCL) Commitment ("Facility Fee"). The Facility Fee
shall be computed on the basis of the actual number of days elapsed over a year
of 360 days on the total amount of the Interim Note (HCL) Commitment of such
Note Purchaser as of the Second Refinancing Date, without

                                       66
<PAGE>   71
deduction for the amount of distributions paid to the Certificate Purchasers.

                  SECTION 9.15. INDEMNIFICATION. (a) THE COMPANY SHALL PAY,
PROTECT, INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PARTY FROM AND AGAINST,
AND SHALL DEFEND ALL ACTIONS AGAINST ANY INDEMNIFIED PARTY WITH RESPECT TO, ANY
AND ALL LIABILITIES (INCLUDING BUT NOT LIMITED TO LIABILITY FOR PATENT OR
TRADEMARK INFRINGEMENT OR MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL
PROPERTY RIGHTS, LIABILITY IN TORT (STRICT OR OTHERWISE)), LOSSES, DAMAGES,
COSTS, EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES AND
EXPENSES OF COUNSEL), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS OR JUDGMENTS OF
ANY NATURE WHATSOEVER (COLLECTIVELY, "LOSSES") ARISING FROM (i) ANY INJURY TO,
OR DEATH OF, ANY NATURAL PERSON, OR DAMAGE TO OR LOSS OF PROPERTY, OR ANY
MATTERS OCCURRING ON OR RESULTING FROM ACTIVITIES ON THE PROPERTY OR ANY PART
THEREOF; (ii) THE OWNERSHIP, CONSTRUCTION, LEASING (INCLUDING, WITHOUT
LIMITATION, THE FAILURE OF EITHER THE TRUSTEE OR VCMI TO HAVE A MORTGAGE ON THE
GROUND LEASE PROPERTY, THE IMPROVEMENTS OR THE PROPERTY UNDER THE CIRCUMSTANCES
SET FORTH IN PARAGRAPH 20(D) OF THE LEASE), SUBLEASING, OPERATION, OCCUPANCY,
POSSESSION, USE, NON-USE OR CONDITION OF THE PROPERTY OR ANY PART THEREOF; (iii)
ANY VIOLATION BY THE COMPANY OF ANY OF THE TERMS OR CONDITIONS OF THIS
AGREEMENT, THE LEASE OR ANY OF THE OTHER FACILITY DOCUMENTS; (iv) ANY EXERCISE
OF RIGHTS OR REMEDIES UPON THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
(v) ANY ACT OR OMISSION OF THE COMPANY OR ANY OF ITS AGENTS, CONTRACTORS,
LICENSEES, SUBLESSEES, INVITEES, REPRESENTATIVES OR ANY PERSON FOR WHOSE CONDUCT
THE COMPANY IS LEGALLY RESPONSIBLE ON OR RELATING TO OR IN CONNECTION WITH THE
OWNERSHIP, CONSTRUCTION, LEASING, SUBLEASING, OPERATION, MANAGEMENT,
MAINTENANCE, OCCUPANCY, POSSESSION, USE, NON-USE OR CONDITION OF THE PARCEL, THE
IMPROVEMENTS OR THE PROPERTY OR ANY PART THEREOF; (vi) ANY LIENS (INCLUDING,
WITHOUT LIMITATION, ANY PERMITTED ENCUMBRANCES) ON OR WITH RESPECT OF AND TO THE
PARCEL OR THE PROPERTY OR ANY PART THEREOF; (vii) ANY PERMITTED CONTEST REFERRED
TO IN PARAGRAPH 11 OR 18 OF THE LEASE; (viii) ANY VIOLATION BY THE COMPANY OF
ANY FACILITY AGREEMENT OR ANY CONTRACT OR AGREEMENT RELATING TO THE PROPERTY OR
THE TRANSACTIONS TO BE CONSUMMATED PURSUANT TO THE FACILITY DOCUMENTS TO WHICH
THE COMPANY IS A PARTY OR OF ANY LEGAL REQUIREMENT OR INSURANCE REQUIREMENT;
(ix) ANY TERMINATION OR INVALIDITY OF THE BILLS OF SALE, THE HCL BILL OF SALE OR
THE GROUND LEASE OR VCMI'S INTEREST IN THE GROUND LEASE PROPERTY OR THE
IMPROVEMENTS (OTHER THAN AS A RESULT OF THE PURCHASE OF THE PROPERTY BY THE
COMPANY OR THE EXPIRATION OF THE GROUND LEASE IN ACCORDANCE WITH ITS TERMS)

                                       67
<PAGE>   72
IN EACH CASE AFFECTING ANY INDEMNIFIED PARTY, THE PARCEL OR THE PROPERTY OR ANY
PART THEREOF OR THE OWNERSHIP, OPERATION, OCCUPANCY, POSSESSION, USE, NON-USE OR
CONDITION THEREOF AND IN EACH CASE REGARDLESS OF THE ACTS, OMISSIONS OR
NEGLIGENCE OF ANY INDEMNIFIED PARTY (IT BEING THE INTENT TO INDEMNIFY EACH
INDEMNIFIED PARTY FROM SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE EXCEPT AS
OTHERWISE SET FORTH IN THE FOLLOWING PROVISO); PROVIDED, HOWEVER, THAT THE
COMPANY SHALL NOT BE REQUIRED TO INDEMNIFY OR HOLD HARMLESS ANY INDEMNIFIED
PARTY HEREUNDER AGAINST ANY SUCH CLAIMS TO THE EXTENT ARISING SOLELY AS A RESULT
OF THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.
FOR PURPOSES OF THIS SECTION 9.15, "INDEMNIFIED PARTY" MEANS EACH OF THE TRUSTEE
(IN BOTH ITS INDIVIDUAL AND FIDUCIARY CAPACITIES), THE AGENT, VCMI AND THE
HOLDERS FROM TIME TO TIME OF THE INSTRUMENTS, THEIR AFFILIATES, SUCCESSORS AND
ASSIGNS AND ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE ABOVE.

                  (b) THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 9.15
SHALL SURVIVE THE EXPIRATION OR ANY TERMINATION OF THE LEASE (WHETHER BY
OPERATION OF LAW OR OTHERWISE) FOR ALL MATTERS DESCRIBED IN THIS SECTION 9.15
WHICH OCCUR OR ARISE PRIOR TO SUCH EXPIRATION OR TERMINATION OR ARISE OUT OF OR
RESULT FROM FACTS, EVENTS, CLAIMS, LIABILITIES, ACTIONS OR CONDITIONS OCCURRING,
ARISING OR EXISTING ON OR BEFORE SUCH EXPIRATION OR TERMINATION. IN CASE ANY
ACTION SHALL BE BROUGHT AGAINST ANY INDEMNIFIED PARTY IN RESPECT OF WHICH
INDEMNITY MAY BE SOUGHT AGAINST THE COMPANY, SUCH INDEMNIFIED PARTY SHALL
PROMPTLY NOTIFY THE COMPANY IN WRITING, BUT FAILURE TO GIVE SUCH PROMPT NOTICE
SHALL NOT RELIEVE THE COMPANY FROM ANY LIABILITY HEREUNDER, UNLESS THE COMPANY
IS PREJUDICED BY THE FAILURE TO RECEIVE SUCH NOTICE. IF NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING HEREUNDER, THE COMPANY, AT ITS OWN
EXPENSE, MAY ELECT TO ASSUME THE DEFENSE OF ANY ACTION BROUGHT AGAINST AN
INDEMNIFIED PARTY, INCLUDING THE EMPLOYMENT OF COUNSEL REASONABLY SATISFACTORY
TO SUCH INDEMNIFIED PARTY AND THE PAYMENT BY THE COMPANY OF ALL EXPENSES
THEREOF. ANY INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO EMPLOY SEPARATE COUNSEL
AT ITS EXPENSE IN ANY SUCH ACTION AND TO CONSULT WITH THE COMPANY REGARDING THE
DEFENSE THEREOF; PROVIDED, HOWEVER, THAT, EXCEPT AS OTHERWISE PROVIDED BELOW,
THE COMPANY SHALL AT ALL TIMES CONTROL SUCH DEFENSE. IF THE COMPANY SHALL HAVE
FAILED TO EMPLOY COUNSEL REASONABLY SATISFACTORY TO SUCH INDEMNIFIED PARTY, THE
FEES AND EXPENSES OF COUNSEL TO EACH INDEMNIFIED PARTY SHALL BE PAID BY THE
COMPANY. IF THE COMPANY SHALL ELECT IN WRITING NOT TO ASSUME THE DEFENSE OR
SHALL FAIL TO PROSECUTE DILIGENTLY SUCH DEFENSE THEREOF, AN INDEMNIFIED PARTY
MAY, AFTER

                                       68
<PAGE>   73
WRITTEN NOTICE TO THE COMPANY AND THE COMPANY'S FAILURE TO REMEDY PROMPTLY THE
SAME, ASSUME THE DEFENSE THEREOF, INCLUDING THE EMPLOYMENT OF COUNSEL, IN WHICH
CASE THE COMPANY SHALL PAY ALL OF THE LOSSES OF SUCH INDEMNIFIED PARTY INCURRED
IN RESPECT OF SUCH DEFENSE. IF ANY INDEMNIFIED PARTY SHALL HAVE BEEN ADVISED BY
COUNSEL CHOSEN BY IT THAT THERE MAY BE ONE OR MORE LEGAL DEFENSES AVAILABLE TO
SUCH INDEMNIFIED PARTY THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE AVAILABLE
TO THE COMPANY OR IT WOULD BE INAPPROPRIATE FOR SUCH COUNSEL TO CONTINUE TO
REPRESENT IN RESPECT OF A PARTICULAR LEGAL OR FACTUAL ISSUE OR OTHERWISE, EACH
OF THE INDEMNIFIED PARTY AND THE COMPANY MAY RETAIN ADDITIONAL AND SEPARATE
COUNSEL TO REPRESENT IT OR, AT ITS OPTION, ASSUME THE DEFENSE OF SUCH ACTION AND
THE COMPANY WILL REIMBURSE SUCH INDEMNIFIED PARTY FOR THE REASONABLE FEES AND
EXPENSES OF ANY COUNSEL RETAINED BY THE INDEMNIFIED PARTY. THE COMPANY SHALL NOT
BE LIABLE FOR ANY SETTLEMENT OF ANY ACTION WITHOUT ITS WRITTEN CONSENT. NO
SETTLEMENT OF ANY SUCH ACTION MAY BE MADE BY THE COMPANY WITHOUT THE INDEMNIFIED
PARTY'S WRITTEN CONSENT; PROVIDED, HOWEVER, SUCH CONSENT SHALL NOT BE NECESSARY
IF THE SETTLEMENT RESULTS IN AN UNCONDITIONAL RELEASE OF THE INDEMNIFIED PARTY
WITHOUT (1) THE ADMISSION BY THE INDEMNIFIED PARTY OF GUILT, COMPLICITY OR
CULPABILITY OR (2) THE INCURRENCE OF ANY PAYMENT OBLIGATION ON THE PART OF SUCH
INDEMNIFIED PARTY WHICH IS NOT PAID AT THE TIME OF SUCH SETTLEMENT BY THE
COMPANY HEREUNDER.

                  (c) UPON DEMAND FOR PAYMENT BY ANY INDEMNIFIED PARTY OF ANY
LOSSES INCURRED BY IT FOR WHICH INDEMNIFICATION IS SOUGHT, ALONG WITH A BRIEF
DESCRIPTION IN REASONABLE DETAIL OF THE NATURE AND EXTENT OF THE LOSSES AS WELL
AS THE CIRCUMSTANCES UNDER WHICH INDEMNIFICATION IS SOUGHT, THE COMPANY SHALL
PAY WHEN DUE AND PAYABLE THE FULL AMOUNT OF SUCH LOSSES TO THE APPROPRIATE
PARTY, UNLESS AND SO LONG AS (I) THE COMPANY SHALL HAVE ASSUMED THE DEFENSE OF
SUCH ACTION OR IS CONTESTING SUCH LIABILITY, LOSS, DAMAGE, COST, EXPENSE, CAUSE
OF ACTION, SUIT, CLAIM, DEMAND OR JUDGMENT FOR WHICH INDEMNITY IS SOUGHT
HEREUNDER AND (II) IS DILIGENTLY PROSECUTING THE SAME AND THE COMPANY HAS TAKEN
ALL ACTION AS MAY BE NECESSARY TO PREVENT (A) THE COLLECTION OF SUCH LOSSES FROM
THE INDEMNIFIED PARTY; (B) THE SALE, FORFEITURE OR LOSS OF THE PROPERTY OR ANY
PART THEREOF DURING SUCH DEFENSE OF THE SAME ACTION; AND (C) THE IMPOSITION OF
ANY CIVIL OR CRIMINAL LIABILITY FOR FAILURE TO PAY SUCH LOSSES WHEN DUE AND
PAYABLE.

                  (d) THE COMPANY ACKNOWLEDGES AND AGREES THAT (I) ITS
OBLIGATIONS UNDER THIS SECTION 9.15 ARE INTENDED TO INCLUDE AND EXTEND TO ANY
AND ALL LIABILITIES, SUMS PAID IN 

                                       69
<PAGE>   74
SETTLEMENT OF CLAIMS, OBLIGATIONS, CHARGES, ACTIONS, CLAIMS, LIENS, TAXES AND
DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES, PENALTIES, FINES,
COURT COSTS, ADMINISTRATIVE SERVICE FEES, RESPONSE AND REMEDIATION COSTS,
STABILIZATION COSTS, ENCAPSULATION COSTS, TREATMENT, STORAGE OR DISPOSAL COSTS
AND LEGAL FEES INCURRED IN NEGOTIATING WITH GOVERNMENTAL AGENCIES AND OTHER
POTENTIALLY RESPONSIBLE PARTIES AND IN ENFORCING INDEMNITIES) IMPOSED UPON OR
INCURRED BY OR ASSERTED AT ANY TIME AGAINST ANY INDEMNIFIED PARTY (WHETHER OR
NOT INDEMNIFIED AGAINST BY ANY OTHER PARTY) ARISING DIRECTLY OR INDIRECTLY OUT
OF: (A) THE TREATMENT, STORAGE, DISPOSAL, GENERATION, USE, TRANSPORT, MOVEMENT,
PRESENCE, RELEASE, THREATENED RELEASE, SPILL, INSTALLATION, SALE, EMISSION,
INJECTION, LEACHING, DUMPING, ESCAPING OR SEEPING OF ANY HAZARDOUS MATERIALS OR
MATERIAL CONTAINING OR ALLEGED TO CONTAIN HAZARDOUS MATERIALS AT, ON, UNDER,
ONTO, THROUGH OR FROM THE PARCEL OR THE PROPERTY OR ANY PART THEREOF; (B) THE
VIOLATION OR ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAWS RELATING TO OR IN
CONNECTION WITH THE PARCEL, THE EASEMENTS OR THE PROPERTY OR ANY PART THEREOF OR
ANY ACTS OR OMISSIONS THEREON OR RELATING THERETO; (C) ALL OTHER FEDERAL, STATE
AND LOCAL LAWS DESIGNED TO PROTECT THE ENVIRONMENT OR PERSONS OR PROPERTY
THEREIN, WHETHER NOW EXISTING OR HEREINAFTER ENACTED, PROMULGATED OR ISSUED BY
ANY FEDERAL, STATE, COUNTY, MUNICIPAL OR OTHER GOVERNMENTAL AUTHORITY; AND (D)
THE COMPANY'S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER PARAGRAPH 2(E) OF THE
LEASE AND (II) THE INDEMNIFICATION PROVIDED FOR UNDER THIS SECTION 9.15(D) SHALL
BE GOVERNED BY THE PROCEDURES SET FORTH IN SECTIONS 9.15(b)-(c) HEREOF.

                  SECTION 9.16. Operative Documents; Further Assurances. Each of
the parties hereto does hereby covenant and agree to perform and be governed and
restricted by the Operative Documents to which it is a party and, subject to the
terms and conditions thereof, to take or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable in connection
therewith. Each of the parties hereto shall have the rights and obligations set
forth in the Declaration with respect to such party notwithstanding that not all
of such parties are signatories thereto. The Company, the Trustee, the Agent,
VCMI and the Note and Certificate Purchasers will, at the expense of the
Company, execute and deliver such further instruments and do such further acts
as may be necessary or proper to carry out more effectively the purposes of the
Operative 

                                       70
<PAGE>   75
Documents and the transactions contemplated thereby. The Company, the Trustee,
the Agent, VCMI and the Note and Certificate Purchasers may at any time, subject
to the conditions and restrictions contained in the Operative Documents, enter
into supplements which shall form a part hereof, when required or permitted by
any of the provisions of the Operative Documents or to cure any ambiguity, or to
cure, correct or supplement any defective or inconsistent provision contained
herein or in any other Operative Document.

                  SECTION 9.17. Confidentiality. (a) Each of the parties hereto,
other than Citibank and, as applicable, its Affiliates, agrees that, subject to
Section 6.02, it will maintain the confidentiality of the general structure of
this transaction.

                  (b) Each of the parties hereto agrees that unless otherwise
required by Law or by any governmental authority or body or consented to by the
Company and Citibank, it will maintain the confidentiality of all non-public
information (i) regarding the financial terms of this transaction or (ii)
regarding the Company or the Property which shall be furnished to it by or on
behalf of the Company in connection with the transactions contemplated by the
Operative Documents, including, without limitation, the as-built plans and
specifications delivered pursuant to Section 5.01(c), in accordance with the
procedures it generally applies to confidential material for a period of three
years after all of the Instruments have been repaid in full, but in no event
less than seven years from the date hereof; provided, however, that if the Lease
has been terminated and the Company has not purchased the Property, then none of
the Purchasers, the Agent, VCMI nor the Trustee shall be bound by the
confidentiality provisions of this Section 9.17(b).

                  (c) The parties hereto agree not to publish tombstones or
other public announcements in connection with the transactions contemplated
hereby without the consent of the Company, the Agent and the Purchasers.

                  SECTION 9.18. Interest. It is the intention of the parties
hereto to conform strictly to all usury Laws that are applicable to each such
party, Purchaser, Note or Certificate or to the transactions contemplated by the
Operative Documents (collectively, the "Transactions"). Accordingly,
notwithstanding anything to the contrary in the Instruments, this Agreement or
any other Operative Document or agreement entered into in connection with the
Transactions (collectively, the "Transaction Documents"), it is agreed as
follows: (i) the aggregate of all consideration which constitutes interest under
Applicable Law (hereinafter defined) that is contracted for, taken, reserved,
charged or received by any party under the 

                                       71
<PAGE>   76
Transaction Documents or otherwise in connection with the Transactions shall
under no circumstances exceed the maximum amount of interest that could lawfully
be charged by such party under Applicable Law, (ii) in the event that the
maturity of any indebtedness evidenced by or payable pursuant to the Transaction
Documents is accelerated for any reason, or in the event of any required or
permitted payment or prepayment of all or any part of such indebtedness
(including, without limitation and if applicable, any required or permitted
purchase of the Property, or any required or permitted payment of the Offer
Purchase Price, the Residual Guaranty or Termination Value), then such
consideration that constitutes interest as to any such indebtedness under
Applicable Law may never include more than the maximum amount allowed by such
Applicable Law, and (iii) if under any circumstances the aggregate amounts paid
on any Instruments prior to or incident to the final payment thereof include any
amounts which by Applicable Law would be deemed interest in excess of the
maximum amount of interest permitted by Applicable Law, such excess amounts, if
theretofore paid, shall be credited by the recipient on the principal or stated
amount of the affected indebtedness (or, to the extent that the principal or
stated amount of such indebtedness shall have been or would thereby be paid in
full, refunded by such recipient to the party entitled thereto). If at any time
the rate of interest (denominated as such) or Distributions, as applicable,
contractually called for in any Transaction Document (as the same may vary from
time to time pursuant to the terms of such Transaction Document, the "Stated
Rate"), exceeds the maximum non-usurious rate of interest permitted by
Applicable Law (the "Maximum Rate") in respect of the indebtedness evidenced by
such Transaction Document, taking into account all other amounts paid or payable
pursuant to the Transaction Documents which constitute interest with respect to
such indebtedness under Applicable Law regardless of whether denominated as
interest or Distributions (collectively, the "Other Charges"), then the rate of
interest to accrue or Distributions owing on such indebtedness shall be limited
to such Maximum Rate (taking into account the Other Charges), but any subsequent
reduction in the Stated Rate applicable to such indebtedness shall not reduce
the rate of interest or Distributions to accrue on such indebtedness below such
Maximum Rate (taking into account the Other Charges) until such time as the
total amount of interest or Distributions on such indebtedness equals the amount
of interest or Distributions which would have accrued if the Stated Rate
applicable to such indebtedness had at all times been in effect. If at the
maturity or final payment of any indebtedness the total amount of interest or
Distributions 

                                       72
<PAGE>   77
paid or accrued on such indebtedness under the preceding sentence is less than
the total amount of interest or Distributions which would have accrued if the
Stated Rate applicable to such indebtedness had at all times been in effect,
then to the fullest extent permitted by Applicable Law there shall be due and
payable or owing with respect to such indebtedness an amount equal to the
excess, if any, of (a) the lesser of (i) the amount of interest or Distributions
(as applicable) which would have accrued on such indebtedness if such Maximum
Rate in respect of such indebtedness had at all times been in effect and been
chosen as the rate of interest or Distributions to be applicable throughout the
term of such indebtedness (taking into account the Other Charges) and (ii) the
amount of interest or Distributions (as applicable) which would have accrued on
such indebtedness if the Stated Rate applicable to such indebtedness had at all
times been in effect, above (b) the amount of interest or Distributions (as
applicable) accrued in accordance with the provisions of the Transaction
Document evidencing such indebtedness after giving effect to the preceding
sentence. All amounts paid or agreed to be paid for the use, forbearance or
detention of sums pursuant to or in connection with the Transaction Documents
shall, to the extent permitted by Applicable Law, be amortized, prorated,
allocated and spread throughout the full term thereof so that the rate or amount
of interest paid or payable with respect to any amount of indebtedness evidenced
by or payable pursuant to the Transaction Documents does not exceed the
applicable usury ceiling, if any. As used herein, the term "Applicable Law"
means that law, if any, that is applicable to any particular Transaction and
that limits the maximum non-usurious rate of interest that may be taken,
contracted for, charged, reserved or received with respect to such Transaction,
including the law of the State of New York, the law of the State of Texas, the
law of any other jurisdiction that may be mandatorily applicable to such
Transaction notwithstanding other provisions of this Agreement and the other
Transaction Documents, and the Federal law of the United States of America. As
used herein, the term "interest" means interest as determined under Applicable
Law, regardless of whether denominated as interest in the Transaction Documents
(except to the extent that this Section 9.18 specifically refers to interest
denominated as interest). The right to accelerate maturity of any indebtedness
evidenced by any Instrument or other Transaction Document, and the right to
demand payment of the Offer Purchase Price, the Residual Guaranty or Termination
Value does not include the right to accelerate any interest, or to receive any
other amounts, which would cause the Transactions to be usurious under
Applicable Law. All 

                                       73
<PAGE>   78
computations of the maximum amount allowed under Applicable Law, as well as all
computations of interest at the Maximum Rate, will be made on the basis of the
actual number of days elapsed over a 365 or 366 day year, whichever is
applicable pursuant to such Applicable Law. The provisions of this Section 9.18
shall prevail over any contrary provisions in this Agreement, the Instruments or
any of the other Transaction Documents.

                  SECTION 9.19. WAIVER OF TRIAL BY JURY. IN ANY ACTION OR
PROCEEDING UNDER OR RELATED TO THIS AGREEMENT, THE FACILITY DOCUMENTS OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION WITH THE FOREGOING, THE COMPANY, THE AGENT,
THE TRUSTEE, VCMI AND EACH NOTE AND CERTIFICATE PURCHASER HEREBY AGREE THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY,
IRRESPECTIVE OF WHICH PARTY COMMENCES SUCH ACTION OR PROCEEDING.

                  SECTION 9.20. Options. (a) At any time prior to the expiration
or termination of the Lease upon the occurrence of an Environmental Event and at
the direction of the Majority Holders of the B-Notes and Certificates, (i) VCMI
shall have the right, upon five Business Days' written notice, to require the
Company to purchase all of its right, title and interest in and to the Property
from VCMI for a purchase price of $1 in which case VCMI will convey its right,
title and interest in and to the Property to the Company free and clear of any
Lien or other adverse interest of any kind created by VCMI or any person
claiming by, through or under VCMI (except as consented to by the Company and
except as to any interest created upon the exercise of any right under any
Operative Document upon any Event of Default) and (ii) the Trustee shall have
the right, upon five Business Days' written notice, to require the Company to
purchase all of its right, title and interest in and to the shares of capital
stock of VCMI from the Trustee for a purchase price of $1.

                  (b) Upon the purchase of the Property by the Company pursuant
to the Lease, the Company shall have the right to purchase all of the Trustees's
right, title and interest in and to the shares of the capital stock of VCMI for
a purchase price of $1. If the Company does not exercise its right to purchase
the VCMI stock in connection with the Company's purchase of the Property
pursuant to the Lease, the Trustee shall have the right, upon five Business
Days' written notice, to require the Company to purchase all of its right, title
and interest in and to the shares of 

                                       74
<PAGE>   79
capital stock of VCMI from the Trustee for a purchase price of $1.

                  (c) The exercise by VCMI and the Trustee of their respective
rights under this Section 9.20 shall not limit VCMI's or the Trustee's other
rights under any Operative Document.

                  SECTION 9.21. Financial Advisor. The parties hereto
acknowledge and agree that neither CSI, the Company's exclusive financial
advisor for the transactions contemplated by the Operative Documents, nor any of
Citicorp's Affiliates, is making any representation or warranty, or is required
to make any disclosure, now or in the future, with respect to the parties' tax
or accounting treatment of the transactions contemplated by the Operative
Documents. Each of the parties hereto further acknowledges and agrees that
neither Citicorp nor any of its Affiliates is responsible, or will be
responsible in the future, for tax and accounting advice with respect to the
transactions contemplated by the Operative Documents, and that it (i) has,
independently and without reliance on Citicorp or its Affiliates, made its own
analysis and decisions with respect to such matters and has had the benefit of
the advice of its own independent tax and accounting advisers with respect to
such matters to the extent it has deemed appropriate and (ii) will,
independently and without reliance on Citicorp or its Affiliates, continue to
make its own analyses and decisions with respect to such matters based on such
information and advice as it deems appropriate for such purposes.

                  SECTION 9.22. Securities Representation. Each Purchaser hereby
represents that it is acquiring its Instruments for investment for its own
account, and not with a view to or for sale in connection with a distribution of
any Instrument, except in compliance with all applicable securities laws;
provided, however, that, subject to Section 6.02 hereof, the disposition of any
Instrument held by that Purchaser shall at all times be within its exclusive
control.

                  SECTION 9.23. UNENFORCEABILITY OF ORAL AGREEMENTS; (TEXAS
STATUTORY LANGUAGE). THE OPERATIVE DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AS TO ITS SUBJECT MATTER AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THE PARTIES AGREE THAT THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

                                       75
<PAGE>   80
                  SECTION 9.24. Amendment and Restatement. This Agreement and
the other Operative Documents are given in amendment, restatement, renewal and
extension (and not in extinguishment or satisfaction) of the Original Operative
Documents. With respect to matters relating to the period prior to the date
hereof, all provisions of the Original Operative Documents are hereby ratified
and confirmed and shall remain in full force and effect.

                  IN WITNESS WHEREOF the parties have caused this Participation
Agreement to be duly executed by their

                                       76
<PAGE>   81
         officers thereunto duly authorized as of the day and year first above
         written.

                                        THE GEON COMPANY


                                        By:/S/WOODROW W. BAN
                                        ---------------------------------------
                                             Name:  Woodrow W. Ban
                                             Title:  Assistant Secretary

                                        STATE STREET BANK AND TRUST COMPANY OF
                                        CONNECTICUT, NATIONAL ASSOCIATION, not
                                        in its individual capacity, except as
                                        expressly stated herein, but solely as
                                        Trustee


                                        By:\S\DONALD E. SMITH
                                           ---------------------
                                             Name:Donald E. Smith
                                             Title:Vice President


                                        CITIBANK, N.A., as Agent


                                        By:__________________________________
                                             Name:
                                             Title:

                                        1994 VCM INC.


                                        By: MARK FERRUCCI_______________________
                                            Name:Mark Ferrucci
                                            Title:President




                                       77
<PAGE>   82
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                                  CITICORP, U.S.A., as Note Purchaser


                                  By:  \S\CANDY A. KEE
                                        Name:  Candy A. Kee
                                        Title: Attorney in Fact


                  A-Note                              $20,655,000.00

                  B-Note                              $ 2,874,045.45

                  Interim Note (HCL) Commitment       $ 9,720,000.00
<PAGE>   83
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                           THE BANK OF NEW YORK, as Note Purchaser


                           By:______________________________________________
                                Name:
                                Title:



            A-Note                               $14,688,000.00

            B-Note                               $ 2,043,765.65

            Interim Note (HCL) Commitment        $ 6,912,000.00
<PAGE>   84
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                                 NATIONAL CITY BANK, as Note Purchaser


                                 By:_______________________________________
                                      Name:
                                      Title:



                   A-Note                               $8,619,000.00

                   B-Note                               $1,199,293.04

                   Interim Note (HCL) Commitment        $4,056,000.00
<PAGE>   85
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                                            MORGAN GUARANTY TRUST COMPANY OF 
                                              NEW YORK, as Note Purchaser


                                            By:_________________________________
                                                 Name:
                                                 Title:





                  A-Note                        $14,688,000.00

                  B-Note                        $ 2,043,765.65

                  Interim Note (HCL) Commitment $ 6,912,000.00




<PAGE>   86
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                                            NATIONSBANK N.A., as Note Purchaser


                                            By:_________________________________
                                                 Name:
                                                 Title:



                  A-Note                        $20,043,000.00
                                                 
                  B-Note                        $ 2,788,888.55
                                                 
                  Interim Note (HCL) Commitment $ 9,432,000.00




<PAGE>   87



                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT




                                            NBD BANK, as Note Purchaser


                                            By:_________________________________
                                                 Name:
                                                 Title:



                   A-Note                         $8,619,000.00
                                                
                   B-Note                         $1,199,293.04
                                                
                   Interim Note (HCL) Commitment  $4,056,000.00




<PAGE>   88
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT




                                            CIBC INC., as Note Purchaser


                                            By:_________________________________
                                                 Name:
                                                 Title:




                  A-Note                         $14,688,000.00

                  B-Note                         $ 2,043,765.65

                  Interim Note (HCL) Commitment  $ 6,912,000.00
<PAGE>   89
                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                                            CITICORP U.S.A., as Certificate 
                                                Purchaser


                                            By:_________________________________
                                                 Name:
                                                 Title:





                      Outstanding Certificate $1,903,591.49

                Initial Certificate (HCL) Commitment $837,500.00

                Total Certificate (HCL) Commitment $1,000,000.00
<PAGE>   90



                 SIGNATURE PAGE FOR SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT



                                            NATIONAL CITY BANK, as Certificate 
                                                 Purchaser


                                            By:_________________________________
                                                 Name:
                                                 Title:





                      Outstanding Certificate $1,903,591.49

                Initial Certificate (HCL) Commitment $837,500.00

                Total Certificate (HCL) Commitment $1,000,000.00
<PAGE>   91
                                   SCHEDULE I

                                MANNER OF PAYMENT
                          AND COMMUNICATIONS TO PARTIES


                  This Schedule I shows the names and addresses of the parties
to the foregoing Participation Agreement and the respective principal and stated
amounts of the Instruments to be purchased by each Note and Certificate
Purchaser.

Company and Construction Agent:

         Address for all notices:

         The Geon Company
         One Geon Center
         Avon Lake, Ohio  44012
         Attention:  Secretary
         Facsimile:  (216) 930-3830

Trustee and VCMI:

(l)      Address for all notices:

         State Street Bank and Trust Company
           of Connecticut, National Association
         750 Main Street
         Hartford, Connecticut  06103
         Facsimile:  (203) 244-1899

(2)      All payments to the Trustee and VCMI with respect to the Operative
         Documents shall be made by wire transfer of immediately available funds
         to Account No. 40652134 at Citibank, N.A., ABA# 021000089, Attention:
         Ed Vowinkel, with a reference to "1994 Geon VCM Plant Trust" and with
         sufficient information to identify the source and application of such
         funds.

                                       1
<PAGE>   92

Agent:

(1)      Address for all notices:

         Citibank, N.A., as Agent
         Bank Loan Syndications
         One Court Square
         7th Floor
         Long Island City, NY.  11120
         Attention:  Ed Vowinkel
         Phone:  (718) 248-4523
         Facsimile:  (718) 248-4844


(2)      All payments and transfers of funds to the Agent with respect to the
         Operative Documents shall be made by wire transfer of immediately
         available funds to Account No. 36852248 at Citibank, N.A., New York,
         ABA# 021000089, with a reference to "The Geon Company" and with
         sufficient information to identify the source and application of such
         funds.



                                       2
<PAGE>   93
Purchasers:

                             CITICORP, U.S.A., INC.

A-Note                              $20,655,000.00

B-Note                              $ 2,874,045.45

Interim Note (HCL) Commitment       $ 9,720,000.00

(l)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to Credit Account No.
         40548046 (Account Name: Loan Paydown Account) at Citibank, N.A., ABA#
         021000089, New York, New York, with a reference to "1994 VCM Plant
         Trust" and with sufficient information to identify the source and
         application of such funds.

(2)      Address for all notices in respect of payment:

         Citibank, N.A.
         1 Court Square 7/1
         Long Island City, NY  11120

         Attention:  Demetra Doscas

         Facsimile:  (718) 248-4844

(3)      Address for all other communications:

         Citibank, N.A.
         Chemical Department
         399 Park Avenue
         New York, NY  10043

         Attention:  Carolyn Sheridan


         Facsimile:  (212) 559-3318
         Telex:      NYAAC



                                       3
<PAGE>   94



                              THE BANK OF NEW YORK

A-Note                                      $14,688,000.00

B-Note                                      $ 2,043,765.65

Interim Note (HCL) Commitment               $ 6,912,000.00

(1)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to Credit Account No.
         111556 (Account Name: Geon) at The Bank of New York, ABA# 021000018,
         New York, NY 10286, Attention: Madlyn Myrick and with sufficient
         information to identify the source and application of such funds.

(2)      Address for all notices in respect of payment:

The Bank of New York
One Wall Street, 22nd Floor
New York, NY  10286

Attention:  Madlyn Myrick
            Loan Administrator

         Facsimile:  (212) 635-6397

(3)      Address for all other communications:

The Bank of New York
One Wall Street, 22nd Floor
New York, NY  10286

Attention:  Ed Dougherty III
                Assistant Vice President


Facsimile:  (212) 635-6434


                                       4
<PAGE>   95
                               NATIONAL CITY BANK

A-Note                                  $8,619,000.00

B-Note                                  $1,199,293.04

Interim Note (HCL) Commitment           $4,056,000.00

(1)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to National City Bank,
         ABA# 041000124, Cleveland, Ohio 44114, Attention: Rebecca R. Chaski,
         with a reference to "Commercial Loan Operations" and with sufficient
         information to identify the source and application of such funds.

(2)      Address for all notices in respect of payment:

         National City Bank
         1900 East 9th Street
         M/O-3032
         Cleveland, Ohio  44114

         Attention:    Rebecca S. Chaski
                       Loan Processor III
                       C&C Loan Operations

         Facsimile:  (216) 575-3207

(3)      Address for all other communications:

         National City Bank
         1900 East 9th Street
         M/O-2104
         Cleveland, Ohio  44114

         Attention:    David Evans
                       Vice President

         Facsimile:  (216) 575-9396


                                       5
<PAGE>   96
                                NATIONSBANK, N.A.

A-Note                           $20,043,000.00

B-Note                           $ 2,788,888.55

Interim Note (HCL) Commitment    $ 9,432,000.00

(1)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to Credit Account No.
         13662122506 (Account Name: Corporate Credit Services) at NationsBank,
         N.A., ABA# 053000196, Charlotte, NC 28255, Attention: Gary Spivey, with
         a reference to "Geon", and with sufficient information to identify the
         source and application of such funds.

(2)      Address for all notices in respect of payment:

         NationsBank, N.A.
         101 S. Tryon Street, 16th Floor
         Charlotte, NC  28255


         Attention:   Gary Spivey
                      Credit and Services Representative

         Facsimile:  (704) 386-8694

(3)      Address for all other communications:

         NationsBank, N.A.
         100 N. Tryon Street, 8th Floor
         Charlotte, NC  28255

         Attention:                 Jay Johnston
                                    Vice President

         Facsimile:  (704) 386-3271


                                       6
<PAGE>   97
                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK

A-Note                                   $14,688,000.00

B-Note                                   $ 2,043,765.65

Interim Note (HCL) Commitment            $ 6,912,000.00

(1)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to Loan Department, Credit
         Account No. 999-99-090, Attention: CF21, at Morgan Guaranty Trust
         Company of New York, ABA# 021000238, New York, NY, with a reference to
         "Geon Co." and with sufficient information to identify the source and
         application of such funds.

(2)      Address for all notices in respect of payment:

         Morgan Guaranty Trust Company of New York
         c/o J.P. Morgan Services, Inc.
         500 Stanton Christina Road
         P.O. Box 6070
         Newark, DE  19713-2107

         Attention:  Multi-Option Unit - Loan Department

         Facsimile:  (302) 634-1091

         Telex:  177615 MGT UT

(3)      Address for all other communications:

         Morgan Guaranty Trust Company of New York
         60 Wall Street, Floor 22
         New York, NY  10260-0060

         Attention:            Patricia P. Lunka
                               Vice President

         Facsimile:  (212) 648-5336

                      Telex: 177615 MGT UT or 620106 MGT UW



                                       7
<PAGE>   98
                                    NBD BANK

A-Note                                  $8,619,000.00

B-Note                                  $1,199,293.04

Interim Note (HCL) Commitment           $4,056,000.00

(1)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to Account Name Geon Co.
         at NBD Bank ABA# 072000326, Detroit, Michigan 48226, Attention
         "Commercial Loans Department" and with sufficient information to
         identify the source and application of such funds.

(2)      Address for all notices in respect of payment:

         NBD Bank
         611 Woodward
         Detroit, MI  48226

         Attention:  Patti Dueneke
                     Administrative Assistant

         Facsimile:  (313) 225-3269

(3)      Address for all other communications:

         NBD Bank
         611 Woodward
         Detroit, MI  48226

         Attention:  Lisa A. Ferris
                     Vice President

         Facsimile:  (313) 225-3269




                                       8
<PAGE>   99
                                    CIBC INC.

A-Note                                  $14,688,000.00

B-Note                                  $ 2,043,765.65

Interim Note (HCL) Commitment           $ 6,912,000.00

(1)      All payments with respect to the Operative Documents shall be made by
         wire transfer of immediately available funds to Credit Account No.
         630-00-480 (Account Name: CIBC - (NY) Agency) at Morgan Guaranty Trust
         Company of New York, ABA# 021000238, New York, NY, for further credit
         to the internal account CIBC Inc. (HO) Leases, Acct. NO. 855-0000000
         and with sufficient information to identify the source and application
         of such funds.

(2)      Address for all notices in respect of payment:

         CIBC Inc.
         2 Paces West
         2727 Paces Ferry Road
         Suite 1200
         Atlanta, GA  30339

         Attention:   Karen Swengross
                      Senior Associate

         Facsimile:  (404) 319-4853

         Telex:  542413 (Answerback: CANBANKATL)

(4)      Address for all other communications:

         CIBC Inc.
         200 West Madison, Suite 2300
         Chicago, IL  60606

         Attention:  John Kunkle
                     Vice President

         Facsimile:  (312) 726-8884

         with a copy to:

         CIBC Leasing Inc.
         425 Lexington Ave
         New York, NY  10017
         Attention:  Debra Martucci
         Facsimile:  (212) 856-3688

                                       9
<PAGE>   100
                             CITICORP, U.S.A., INC.

                      Outstanding Certificate $1,903,591.49

                Initial Certificate (HCL) Commitment $837,500.00

                Total Certificate (HCL) Commitment $1,000,000.00

(1)   Address for all notices in respect of payment:

            Citibank, N.A.
            399 Park Avenue 8/5
            New York, NY  10043

            Attention:     Stephanie T. James, SSO

            Facsimile:     (212) 826-2371
            Telex:         NYAAC

(2)   Address for all other communications:

            Citibank, N.A.
            399 Park Avenue 8/5
            New York, NY  10043

            Attention:     Carolyn Sheridan

            Facsimile:     (212) 826-2371
            Telex:         NYAAC

  (3)  All payments with respect to the Operative Documents shall be made in
       accordance with such instructions as the Certificate Purchaser
                          may give from time to time.


                                       10
<PAGE>   101
                               NATIONAL CITY BANK

                             Certificate Commitment

                      Outstanding Certificate $1,903,591.49

                Initial Certificate (HCL) Commitment $837,500.00

                Total Certificate (HCL) Commitment $1,000,000.00

(1)   Address for all notices in respect of payment:

            National City Bank
            1900 East 9th
            M/O-3032
            Cleveland, Ohio  44114

            Attention:     Rebecca S. Chaski
                           Loan Processor III
                           C&C Loan Operations

            Facsimile:     (216) 575-3207

(2)   Address for all other communications:

            National City Bank
            1900 East 9th Street
            M/O-2104
            Cleveland, Ohio  44114

            Attention:     David Evans
                           Vice President

            Facsimile:     (216) 575-9396


(3)   All payments with respect to the Operative Documents shall be made in
      accordance with such instructions as the Certificate Purchaser may give
      from time to time.


                                       11
<PAGE>   102
                                   SCHEDULE II

                            RATING LEVEL PRICING GRID



                   LEVEL I     LEVEL II     LEVEL III    LEVEL IV      LEVEL V

BASIS FOR        Company's    Company's    Company's    Company's    Company's
PRICING          long term    long term    long term    long term    long term
                 senior       senior       senior       senior       senior
                 unsecured    unsecured    unsecured    unsecured    unsecured
                 debt is      debt is      debt is      debt is      debt is
                 rated at     rated at     rated at     rated at     rated at
                 least A-     least BBB    least BBB    least BBB-   least BB+
                 or the       + or the     or the       or the       or the
                 equivalent   equivalent   equivalent   equivalent   equivalent

FACILITY FEE        0.10%       0.125%        0.15%       0.225%       0.375%

CONSTRUCTION
PERIOD

INTERIM NOTES
(HCL)

APPLICABLE
MARGIN              0.20%       0.225%        0.30%      0.2875%        0.50%

APPLICABLE
MARGIN
A-NOTES             0.30%        0.35%        0.45%      0.5125%       0.875%

B-NOTES             0.40%        0.45%        0.55%      0.6125%        .975%


                                       12
<PAGE>   103
                                Schedule 4.01(l)


                              Existing Encumbrances


                      Liens identified on the Title Policy

                  APPENDIX A TO THE SECOND AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT


            This Appendix A to the Second Amended and Restated Participation
Agreement is a glossary of all or substantially all of the defined terms used in
the Operative Documents. Not all of the terms defined in this Appendix A are
used in the Second Amended and Restated Participation Agreement.

            All references herein to one gender shall include the other and all
references to the singular shall include the plural and vice-versa.

            "A-Notes" has the meaning set forth in Article I of the Declaration.

            "Act" means the Securities Act of 1933, as amended, and the Laws
promulgated or issued from time to time thereunder.

            "Actual Project Costs" means the costs of the acquisition,
construction and installation of the Original Improvements, as more specifically
described in the First Restated Agreement.

            "Actual HCL Project Costs" has the meaning set forth in Recital L of
the Preliminary Statement to the Participation Agreement.

            "Additional Costs" has the meaning set forth in item II of Schedule
B to the Lease.

            "Additional Improvements" has the meaning set forth in paragraph
10(a) of the Lease.

            "Additional Rent" has the meaning set forth in paragraph 4(b) of the
Lease.

            "Advance" means a HCL Advance and any Advance made pursuant to the
Original Agreement or the First Restated Agreement.


                                       13
<PAGE>   104
            "Advisory Fee" has the meaning set forth in Section 2.03(f) of the
Participation Agreement.

            "Affiliate" when used with respect to a Person, means any other
Person which directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such Person. The term
"control" (including the correlative term "controlled") means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of Voting
Stock, by contract or otherwise; provided, however, that under no circumstances
shall the Agent or the Purchasers be deemed to be Affiliates of the Trustee or
vice versa.

            "Agency Agreement" has the meaning set forth in Recital M to the
Preliminary Statement to the Participation Agreement.

            "Agent" means Citibank, N.A., or any successor selected pursuant to
the Participation Agreement, acting as agent for the Purchasers.

            "Allocated Termination Value" has the meaning set forth in Schedule
C to the Lease.

            "Applicable Law" has the meaning set forth in Section 9.18 of the
Participation Agreement.

            "Applicable Margin" means with respect to the Notes,

            (a) for any Applicable Rate determined by reference to the LIBO
Rate, the percentage per annum applicable to the Interest Period as shown on
Schedule III to the Participation Agreement based on the Rating Level in effect
on the first day of such Interest Period; and

            (b) for any Applicable Rate determined by reference to the Base
Rate, 0%.

            "Applicable Margin" means, with respect to the Certificates:

            (a) for any Applicable Rate determined by reference to the LIBO
Rate, 3%; and

            (b) for any Applicable Rate determined by reference to the Base
Rate, 2.25%.

            "Applicable A Percentage" has the meaning set forth in Article I of
the Declaration.


                                       14
<PAGE>   105
            "Applicable B Percentage" has the meaning set forth in Article I of
the Declaration.

            "Applicable Permit" means any Permit, including any Environmental
Permit, that is necessary to own, construct, start-up, test, maintain, operate,
lease or use all or any part of the Parcel or the Property or any part thereof
in accordance with the Operative Documents.

            "Applicable Rate" means the Applicable Margin plus, subject to
Section 6.01 of the Participation Agreement, either (A) the applicable LIBO Rate
or (B) the Base Rate; provided, however, that the Applicable Rate shall never
exceed the Maximum Rate.

            "Appraisal Update" has the meaning set forth in Section 2.01(m) of
the Participation Agreement.

            "Appraiser" means Arthur Andersen & Co., LLP or another appraiser
satisfactory to the Agent and the Majority Holders.

            "Approved HCL Construction Budget" means the budget prepared by the
Company, in form and substance satisfactory to the Agent, attached to the
Participation Agreement as Exhibit D, which budget specifies the estimated
Actual HCL Project Costs including: (a) all labor, materials and services
necessary for the design, engineering, construction (including any fees which
may be due to the Construction Agent), testing and start-up of the HCL
Improvements in accordance with the Construction Plans and (b) all interest and
Distribution expenses anticipated by the Company incident to the HCL Advances
made under the Interim Notes (HCL Series) and the HCL Investment made under the
Certificates (HCL Series) and the expenses to be incurred in connection with the
design, engineering, procurement, construction, testing and start-up of the HCL
Improvements, as the same may be further amended from time to time in accordance
with the provisions of the Participation Agreement and the Agency Agreement.

            "Assignee" has the meaning set forth in Section 6.02(b) of the
Participation Agreement.

            "Assignor" has the meaning set forth in Section 6.02(b) of the
Participation Agreement.

            "Assignment and Acceptance" has the meaning set forth in Article I
of the Declaration.

            "B-Notes" has the meaning set forth in Article I of the Declaration.


                                       15
<PAGE>   106
            "Bankruptcy Law" means Title 11 of the United States Code, and any
applicable Federal, state or local insolvency, reorganization, moratorium,
fraudulent conveyance or similar Law now or hereafter in effect for the relief
of debtors.

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

            l. the rate of interest announced publicly by Citibank in New York,
      New York, from time to time, as its base rate; and

            2. one-half of one percent (.5%) per annum above the Federal Funds
      Rate.

            "Base Rate Funding" means a Funding for which the Applicable Rate is
determined by the Base Rate.

            "Basic Rent" has the meaning set forth in item I.C of Schedule B to
the Lease.

            "Best's" means Best's Insurance Reports published by A.M. Best
Company, Inc. or any successor thereto which is a nationally recognized
statistical rating organization.

            "Bills of Sale" has the meaning set forth in Recital B to the
Preliminary Statement to the Participation Agreement.

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

            "Borrowed Debt/EBITDAR Ratio" means, as of any date, the ratio
computed by dividing (a) Borrowed Debt of the Company and its Subsidiaries on a
Consolidated basis as of such date by (b) EBITDAR of the Company and its
Subsidiaries on a Consolidated basis for the four consecutive fiscal quarters of
the Company most recently ended as of such date.

            "Break Costs" means an amount equal to the amount (if any) required
to compensate any Purchaser for any losses (including, without limitation, any
loss, cost or expense incurred by reason of the liquidation or redeployment of
deposits or funds acquired by such Purchaser (from third parties including
Affiliates) to fund or maintain such Notes or Certificates) it may incur as a
result of (i) the Company's payment of the Offer Purchase Price, the Residual


                                       16
<PAGE>   107
Guaranty, Unwind Fee or Termination Value other than on the last day of an
Interest Period or (ii) any purchase of such Purchaser's Notes or Certificates
in connection with the substitution of such Purchaser pursuant to Section
6.04(b) of the Participation Agreement other than on the last day of an Interest
Period.

            "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions in New York, New York; Hartford,
Connecticut; or Boston, Massachusetts are required or authorized by Law to
suspend operations.

            "Cash Interest Expense" means, for any fiscal period of the Company,
interest expense on all Debt of the Company 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 the Revolving Credit Facility, (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 Company or any of its Subsidiaries, (d) the
net payment, if any, payable in connection with any interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts or any similar agreements and
(e) fees paid pursuant to Section 2.04(a) of the Revolving Credit Facility, but
excluding, in each case, (w) any amounts accrued or payable in connection with
the transactions contemplated under the Operative Documents or the Receivables
Financing (x) amortization of original issue discount, (y) the interest portion
of any deferred payment obligation and (2) other interest not payable in cash.

            "Casualty" has the meaning set forth in paragraph 12(a) of the
Lease.

            "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act, 42 U.S.C. Section 9601 et seq. and as further amended from
time to time.

            "CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Information System, which is a list maintained by the
United States Environmental Protection Agency of sites where there is a known or
suspected release or potential release of hazardous substances which may require
remediation.


                                       17
<PAGE>   108
            "Certificate (HCL) Commitment" of any Purchaser means the commitment
of such Person, if any, to make an HCL Investment pursuant to the Certificates
(HCL Series) up to the aggregate stated amount set forth below the name of such
Person on Schedule I to the Participation Agreement under the heading "Total
Certificate (HCL) Commitment," as the same may be adjusted from time to time
pursuant to any Assignment(s) and Acceptance(s) executed by such Purchaser or
reduced pursuant to the terms of the Participation Agreement.

            "Certificate Liquidation Amount" has the meaning set forth in
Article I of the Declaration.

            "Certificate Purchaser" means any Purchaser who has a Certificate
HCL Commitment or who is a Holder of Certificates.

            "Certificate Purchaser's Counsel" means, collectively, such law
firms, or successors thereto, which from time to time represent the Certificate
Purchasers in connection with the Certificates.

            "Certificates" has the meaning set forth in Article I of the
Declaration.

            "Certificates (HCL Series)" has the meaning set forth in Article I
of the Declaration.

            "Charges" means Impositions and all liabilities with respect
thereto, other than Excluded Charges.

            "Chlorine Facility" has the meaning set forth in Recital B to the
Preliminary Statement to the Participation Agreement.

            "Chlorine Facility Easement" has the meaning set forth in Section
25(b)(iii) of the Ground Lease.

            "Chlorine Facility Parcel" has the meaning set forth in Section
25(b)(iii) of the Ground Lease.

            "Citibank" has the meaning set forth in the first paragraph of the
Participation Agreement.

            "Citicorp Investment" means Citibank International Limited.

            "Closing Costs" means all charges incident to any sale of the
Property, including reasonable attorneys' fees of Special Counsel and Trustee's
Counsel and escrow fees, recording fees, broker's fees, any fees, costs
(including, without limitation, Break Costs) or expenses incurred by the


                                       18
<PAGE>   109
Trustee or VCMI in connection with the same and with the release of the
Declaration, and all applicable transfer taxes which may be imposed by reason of
such sale and conveyance and the delivery of any and all instruments in
connection therewith.

            "Closing Date" has the meaning set forth in paragraph 15(a) of the
Lease.

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

            "Commission" has the meaning set forth in Section 5.01(a)(i) of the
Participation Agreement.

            "Commitments" means the Certificate Commitments and the Note
Commitments of the respective Purchasers.

            "Company" means The Geon Company, a Delaware corporation, and any
permitted successor or assignee pursuant to the terms of the Participation
Agreement.

            "Company Plant" has the meaning set forth in Recital B to the
Preliminary Statement to the Services Agreement.

            "Condemnation" has the meaning set forth in paragraph 12(a) of the
Lease.

            "Consolidated" refers to the consolidation of the accounts of the
Company with its Subsidiaries in accordance with GAAP and with policies,
including principles of consolidation, consistent with those applied in the
preparation of the consolidated financial statements referred to in Section
4.01(d) of the Participation Agreement.

            "Construction Agent" means the Company, as Construction Agent,
pursuant to the Agency Agreement.

            "Construction Period" has the meaning set forth in paragraph 3(a) of
the Lease.

            "Construction Plans" means the working drawings and specifications
for the construction of the Improvements under the Original Participation
Agreement.

            "Contractor" means Brown & Root Industrial Services, Inc., a
Delaware corporation.

            "Contractors' Holdbacks" has the meaning set forth in Section
2.02(c) of the Participation Agreement.


                                       19
<PAGE>   110
            "Conversion Date" means any date on which the basis for the
determination of the Applicable Rate with respect to any Instrument (or any
portion thereof) is converted pursuant to Article VI of the Participation
Agreement or for any other reason pursuant to the terms of the Operative
Documents from the LIBO Rate to the Base Rate or from the Base Rate to the LIBO
Rate, as the case may be.

            "Convert," "Conversion" and "Converted" each refers to a conversion
of Base Rate Fundings into LIBO Rate Fundings or LIBO Rate Fundings into Base
Rate Fundings, as the case may be.

            "Corporate Trust Office" has the meaning set forth in Article I of
the Declaration.

            "Crude Ethylene Dichloride" means impure ethylene dichloride
(approximately 98% ethylene dichloride purity) comprising the exit stream from
an oxychlorination reactor during routine operations.

            "CSI" means Citicorp Securities, Inc.

            "CT Agreement" means the letter agreement dated as of July 27, 1994
between The Corporation Trust Company and the Trustee with respect to the
organization of VCMI.

            "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


                                       20
<PAGE>   111
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 Operative Documents or the Receivables Financing.

            "Declaration" or "Declaration of Trust" has the meaning set forth in
Recital K of the Preliminary Statement to the Participation Agreement.

            "Default" means an event which with the lapse of time, the giving of
notice or both would become an Event of Default.

            "Default Rate" means the lesser of: (i) the Maximum Rate and (ii) 2%
percent in excess of the Applicable Rate then in effect.

            "Disclosed Litigation" has the meaning set forth in Section 2.02(e)
of the Participation Agreement.

            "Distribution" has the meaning set forth in Article I of the
Declaration.

            "Easements" has the meaning set forth in paragraph 2 of the Ground
Lease.

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

            "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
Operative Documents in each determined in accordance with GAAP for such period.

            "Eligible Assignee" means with respect to any assignment by a Note
Purchaser, any Person approved by the Agent and the Company, such approval not
to be unreasonably withheld or delayed, and with respect to any assignment by a
Certificate Purchaser, any Person, provided, however that such Person shall not
be an Eligible Assignee if the Company shall demonstrate to the reasonable
satisfaction of the Majority Holders of the Certificates that, notwithstanding
such Person's execution of a confidentiality agreement, the assignment of a
Certificate to such Person poses a material risk to the confidentiality of the
Company's non-public


                                       21
<PAGE>   112
information and provided further, that if no Environmental Event shall have
occurred and be continuing, the Company shall have 30 days to locate a
replacement Certificate Purchaser, which Person shall, if acceptable to the
Agent, be 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 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 Consultant" means ENSR Consulting and Engineering or
such other reputable environmental consulting firm satisfactory to the Agent and
the Purchasers.

            "Environmental Event" has the meaning set forth in paragraph 13(a)
of the Lease.

            "Environmental Laws" means any and all Federal, state and local Laws
(as well as obligations, duties and requirements relating thereto under common
law) relating to: (a) emissions, discharges, spills, releases or threatened
releases of pollutants, contaminants, Hazardous Materials, materials containing
Hazardous Materials, or hazardous or toxic materials or wastes into ambient air,
surface water, groundwater, watercourses, publicly or privately-owned treatment
works, drains, sewer systems, wetlands, septic systems or onto land; (b) the
use, treatment, storage, disposal, handling, manufacturing, transportation, or
shipment of Hazardous Materials, materials containing Hazardous Materials or
hazardous and/or toxic wastes, material, products or by-products (or of
equipment or apparatus containing Hazardous Materials); (c) pollution or the
protection of human health or the environment; or (d) land use laws.

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

            "Environmental Trigger" has the meaning set forth in paragraph 13(b)
of the Lease.


                                       22
<PAGE>   113
            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the Laws promulgated or issued from time to
time thereunder.

            "ERISA Affiliate" means any Person that for purposes of Title IV of
ERISA is a member of the Company's controlled group, or under common control
with the Company, 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 Company or any of its ERISA
Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the
withdrawal by the Company 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 Company 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.

            "Event of Default" has the meaning set forth in Section 7.01 of the
Participation Agreement.

            "Excess Funds" has the meaning set forth in paragraph 12(c) of the
Lease.

            "Excluded Charges" means (1) Taxes imposed on the Trustee's or
VCMI's net income, and franchise Taxes imposed on it, to the extent such Tax is
determined solely by reference to the fees received by the Trustee under the
Operative Documents; (2) United States federal income Taxes imposed on a
Purchaser to the extent that such Tax is determined solely on the basis that
such Purchaser is a creditor entitled to receive only payments of interest and
principal (without discount) for such Tax purposes; (3)


                                       23
<PAGE>   114
Taxes imposed on a Purchaser's net income and franchise Taxes imposed on it, by
the jurisdiction under the Laws of which it is organized or by any jurisdiction
in which it is doing business or by any political subdivision of the foregoing,
to the extent that such Tax is determined solely on the basis that such
Purchaser is a creditor entitled to receive only payments of interest and
principal (without discount) for such Tax purposes; and (4) any Taxes imposed by
the United States of America by means of withholding at the source if and to the
extent that (a) such Taxes were in effect and were applicable on August 16, 1994
or the effective date of the Assignment and Acceptance pursuant to which such
Person became a Note and/or Certificate Purchaser and (b) such Taxes are
determined solely on the basis that such Purchaser is a creditor entitled to
receive only payments of interest and principal (without discount) for such Tax
purposes; provided, however, that any such Taxes are not incurred or increased
directly or indirectly by actions of the Company on or after the date of the
Original Participation Agreement (other than actions specifically required of
the Company thereunder or under another Operative Document).

            "Expiration Date" has the meaning set forth in paragraph 3 of the
Lease.

            "Expiration Title Policy" has the meaning set forth in Section
7.05(b) of the Participation Agreement.

            "Extended Term" has the meaning set forth in paragraph 27(d) of the
Lease.

            "Facility Agreements" has the meaning set forth in paragraph 3(d) of
the Agency Agreement.

            "Facility Documents" means collectively, the Original Operative
Documents and the Operative Documents.

            "Facility Fee" has the meaning set forth in Section 9.14(b) of the
Participation Agreement.

            "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 which is a Business Day, the average of the quotations for such day on such
transactions received by Citibank from three Federal funds brokers of recognized
standing selected by it.


                                       24
<PAGE>   115
            "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

            "Feedstock Pipeline Agreement" has the meaning set forth in Section
2.01(q) of the Participation Agreement.

            "Final Completion Date" means the date on and as of which the
Company has delivered to the Agent and the Trustee (i) a fully executed
Officer's Certificate in the form of Exhibit B to the Participation Agreement
and (ii) a fully executed Independent Engineer's Certificate in the form of
Exhibit C to the Participation Agreement, together with all applicable
attachments, which date shall be no later than December 31, 1998.

            "Financing Closing" means the closing of the transactions described
in Section 1.03 of the Original Agreement.

            "Financing Closing Date" has the meaning set forth in Section 1.02
of the Participation Agreement.

            "First Restated Agreement" has the meaning set forth in Recital A of
the Preliminary Statement to the Participation Agreement.

            "First Refinancing Date" has the meaning set forth in Section
1.02(a) of the Participation Agreement.

            "Fixed Rent" has the meaning set forth in item I.A of Schedule B to
the Lease.

            "Funding" means a funding of Actual Project Costs specified in an
approved Requisition, which Funding shall consist of Advances and Investments
made by the Purchasers, pursuant to Section 1.04 of the Original Agreement.

            "Funding Costs" means any loss, cost or expense incurred by any Note
or Certificate Purchaser as a result of any failure to fulfill on or before the
date specified in any Requisition the applicable conditions set forth in Article
II of the Participation Agreement, including, without limitation, any loss, cost
or expense incurred by reason of the liquidation or redeployment of deposits or
other funds acquired by such Purchaser (from third parties, including
Affiliates) to fund the Advance or make the Investment, as the case may be, to
be made by such Purchaser when such Funding, as a result of such failure, is not
made on such date.


                                       25
<PAGE>   116
            "GAAP" means generally accepted accounting principles (including
principles of consolidation), in effect from time to time, consistently applied.

            "Ground Lease" has the meaning set forth in Recital I of the
Preliminary Statement to the Participation Agreement.

            "Ground Lease Property" has the meaning set forth in Recital B of
the Preliminary Statement to the Participation Agreement.

            "Ground Lease Rent" has the meaning set forth in paragraph 6(a) of
the Ground Lease.

            "Ground Lessee" means VCMI, and its successors and assigns, as
ground lessee pursuant to the Ground Lease.

            "Ground Lessor" means the Company, and its permitted successors and
assigns, as ground lessor pursuant to the Ground Lease.

            "Ground Lessor Parcel" has the meaning set forth in paragraph 25 of
the Ground Lease.

            "Guaranteed Instruments" has the meaning set forth in the Instrument
Guaranty.

            "Hazardous Materials" means (1) hazardous materials, hazardous
wastes, and hazardous substances as those or similar terms are defined under any
Environmental Laws, including, but not limited to, the following: the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seq., as amended from
time to time, the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901
et seq., as amended from time to time, CERCLA, the Clean Water Act, 33 U.S.C.
Section 1251 et seq., as amended from time to time, the Clean Air Act, 42 U.S.C.
Section 7401 et seq., as amended from time to time and/or the Toxic Substances
Control Act, 15 U.S.C. Section 2601 et seq., as amended from time to time; (2)
petroleum and petroleum products including crude oil and any fractions thereof;
(3) natural gas, synthetic gas, and any mixtures thereof; (4) asbestos and/or
any material which contains any hydrated mineral silicate, including, but not
limited to, chrysolite, amosite, crocidolite, tremolite, anthophylite and/or
actinolite, whether friable or non-friable; (5) polychlorinated biphenyls
("PCB's"), or PCB-containing materials, or fluids; (6) radon; (7) any other
hazardous radioactive, toxic or noxious substance, material, pollutant, or
solid, liquid or gaseous waste; and (8) any substance that, whether by its
nature or its use, is subject to regulation under any Environmental Law or with
respect to which any Federal, state or local Environmental Law or


                                       26
<PAGE>   117
governmental agency requires environmental investigation, monitoring or
remediation.

            "HCL Advance" has the meaning set forth in Section 1.04(a)(i) of the
Participation Agreement.

            "HCL Bill of Sale" has the meaning set forth in Recital I to the
Preliminary Statement to the Participation Agreement.

            "HCL Construction Contract" means any agreement by and between the
Company and the Contractor, pursuant to which the Contractor has agreed to
construct the HCL Improvements.

            "HCL Construction Plans" means the working drawings and
specifications for the construction of the HCL Improvements including, without
limitation, the documentation provided by the Construction Agent, as the same
may be amended from time to time in accordance with the provisions of the Agency
Agreement.

            "HCL Construction Schedule" means the amended construction schedule
for the HCL Improvements attached to the Participation Agreement as Exhibit E,
as the same may be further amended or supplemented from time to time in
accordance with the provisions of the Agency Agreement.

            "HCL Facility" has the meaning set forth in Recital I to the
Preliminary Statement to the Participation Agreement.

            "HCL Funding" means a funding of Actual HCL Project Costs specified
in an approved Requisition, which HCL Funding shall consist of HCL Advances and
HCL Investments made by the Purchasers, pursuant to Section 1.04 of the
Participation Agreement.

            "HCL Improvements" has the meaning set forth in Recital I to the
Preliminary Statement to the Participation Agreement.

            "HCL Investment" has the meaning set forth in Section 1.01(b) of the
Participation Agreement.

            "HCL Mortgagee Policy" has the meaning set forth in Section 2.01(g)
of the Participation Agreement.

            "HCL Owner Policy" has the meaning set forth in Section 2.01(g) of
the Participation Agreement.


                                       27
<PAGE>   118
            "HCL Parcel" has the meaning set forth in Recital I to the
Preliminary Statement to the Participation Agreement.

            "HCL Purchase Price" has the meaning set forth in paragraph 15(b) of
the Lease.

            "HCL Termination" has the meaning set forth in paragraph 14A(a) of
the Lease.

            "HCL Termination Notice" has the meaning set forth in paragraph
14A(a) of the Lease.

            "Holder" has meaning set forth in Article I of the Declaration.

            "Illegality Costs" means any additional amounts as may be necessary
to compensate any Note Purchaser for any losses, costs, interest and fees
incurred by it in making any conversion of Applicable Rate in accordance with
Section 6.01(i) of the Participation Agreement.

            "Impositions" means without limitation all Taxes, assessments,
levies, fees, water and sewer rents and charges, inspection fees and other
authorization fees and all other governmental charges, general and special,
ordinary and extraordinary, foreseen and unforeseen, of every character
(including all penalties, additions to tax, fines or interest thereon) arising
directly or indirectly out of the transactions contemplated by the Participation
Agreement and the other Operative Documents, including (i) those which, at any
time prior to or during the Term, may accrue with respect to, be imposed or
levied upon or assessed against or be a Lien upon (A) the Parcel, the Property
or any part thereof, or the Operative Documents, including the Instruments, (B)
the Lessor or the Trustee in connection with the transactions contemplated by
the Operative Documents, or (C) the Ground Lease, the Lease or the leasehold
estate thereby created, or which arise in respect of the acquisition, ownership,
construction, operation, occupancy, possession, disposition, use, non-use,
financing, leasing, sub-leasing or condition of the Parcel, the Property or any
part thereof or of the execution, delivery, expiration or termination of the
Lease, the Instruments or any other Operative Document; (ii) those which may be
imposed or levied upon, assessed against or measured by any Fixed Rent,
Additional Rent or other sum payable under the Lease, the Instruments, the
Participation Agreement or any other Operative Document; (iii) all sales, value
added, use and similar Taxes at any time levied, assessed or payable on account
of the ownership, operation, occupancy, use, leasing, or subleasing of the
Parcel, the Property or any part thereof; (iv) all charges, levies,


                                       28
<PAGE>   119
fees, rents or assessments for or in respect of utilities, communications and
other services rendered or used on or about the Parcel, the Property or any part
thereof; and (v) payments in lieu of each of the foregoing.

            "Improvements" has the meaning set forth in Recital I of the
Participation Agreement.

            "Increased Costs" means any additional amounts, as set forth in a
reasonably detailed certificate submitted to the Company as to the amounts and
basis for such amounts, sufficient to compensate any Purchaser for any increased
costs or reduced return on capital as a result of funding or maintaining such
Purchaser's Notes or Certificates, as the case may be, (including, without
limitation, any such increased costs that are a result of the imposition of any
reserve, special deposit, capital adequacy or similar requirement against assets
of, or deposits with or for the account of, or credit extended by such
Purchaser) as a result of (i) the introduction or implementation after the
Financing Closing Date of any applicable Law or any change therein, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or (ii) the compliance by any Purchaser (or its
purchasing office) with any guideline or request (whether or not having the
force of Law) of any such authority, central bank or comparable agency, which
becomes effective after the date hereof, has the effect of increasing the cost
or reducing the rate of return on capital to any Purchaser in respect of its
agreeing to make, making, funding or maintaining its Notes or Certificates.
Notwithstanding the foregoing, amounts that relate to periods prior to six
months before the Company's receipt of the certificate notifying it of such
amounts shall not constitute "Increased Costs" hereunder.

            "Indemnified Party" has the meaning set forth in Section 9.15(a) of
the Participation Agreement.

            "Independent Engineer" means Chem Systems Inc. or any other
construction engineering firm satisfactory to the Agent and the Majority
Purchasers.

            "Independent Engineer's Certificate" has the meaning set forth in
Section 3.02(c) of the Participation Agreement.

            "Initial Advance" has the meaning set forth in Section 1.03(b) of
the Participation Agreement.

            "Initial Certificate (HCL) Commitment" of any Purchaser means the
commitment of such Person to make an HCL


                                       29
<PAGE>   120
Investment pursuant to the Certificates (HCL Series) up to the aggregate stated
amount set forth below the name of such Person on Schedule I to the
Participation Agreement under the heading "Initial Certificate (HCL)
Commitment".

            "Initial Funding" means the Funding consisting of the Initial
Advances and the Initial Investment.

            "Initial HCL Advance" has the meaning set forth in Section 1.03(b)
of the Participation Agreement.

            "Initial HCL Funding" means the HCL Funding consisting of the
Initial HCL Advances and the Initial HCL Investment.

            "Initial HCL Investment" has the meaning set forth in Section
1.03(b) of the Participation Agreement

            "Initial Improvements" has the meaning set forth in Recital B of the
Preliminary Statement to the Participation Agreement.

            "Initial Investment" has the meaning set forth in Section 1.03(b) of
the Participation Agreement.

            "Instrument Guaranty" has the meaning set forth in Recital G of the
Preliminary Statement to the Participation Agreement.

            "Instrument Guaranty Confirmation" means the Confirmation of
Instrument Guaranty by the Company dated as of the First Refinancing Date.

            "Instruments" has the meaning set forth in Article I of the
Declaration.

            "Insufficiency" means, with respect to any Plan, the "unfunded
current liability" of the Plan, within the meaning of Section 412 (or any
successor provision thereto) of the Code.

            "Insurance Requirements" has the meaning set forth in paragraph 1(a)
of the Lease.

            "Intellectual Property Rights" has the meaning set forth in Section
4.01(q)(ii) of the Participation Agreement.

            "Interest Coverage Ratio" means, with respect to any fiscal quarter,
the ratio of EBITDA of the Company 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.


                                       30
<PAGE>   121
            "Interest Period" means at any time that the Company has selected
the Applicable Rate by reference to the LIBO Rate,

            (i) with respect to any A-Notes, B-Notes and Certificates
      outstanding immediately prior to the Second Refinancing Date (as the same
      may be amended and restated as contemplated by the Participation
      Agreement), the period commencing on and including the first day of the
      Interest Period in effect with respect to such Instruments on the Second
      Refinancing Date (it being the intent of the parties that the Company
      incur no Break Costs by virtue of the Second Refinancing occurring on a
      date that does not constitute the first day of an Interest Period with
      respect to such Instruments), and, in the case of each subsequent and
      successive Interest Period applicable thereto, on the last day of the
      immediately preceding Interest Period,

            (ii) with respect to the Interim Notes (HCL Series and the
      Certificates (HCL Series), and any A-Notes and B-Notes into which the
      Interim Notes (HCL Series) are converted,

                  (A) prior to the Interim Note (HCL) Maturity Date in the first
            instance the period commencing on and including the date of a
            Funding (in respect of the Interim Notes (HCL Series) and
            Certificates (HCL Series)), including the Second Refinancing Date,
            and, in the case of each subsequent and successive Interest Period
            applicable thereto, respectively, on the last day of the immediately
            preceding Interest Period, and

                  (B) thereafter the period commencing on and including the
            Interim Note (HCL) Maturity Date and, in the case of each subsequent
            and successive Interest Period applicable thereto, on the last day
            of the immediately preceding Interest Period,

and, in each case, ending on (x) with respect only to the Short-Term LIBO
Period, the Interim Note (HCL) Maturity Date or the Expiration Date, as
applicable, or (y) with respect to all periods other than the Short-Term LIBO
Period, the same numerical day in the first, second, third or sixth calendar
month thereafter, in each case to the extent available, as selected by the
Company by written notice (which may, prior to the Interim Note (HCL) Maturity
Date be contained in a Requisition) to the Agent given at least three (3)
Business Days before the Interest Setting Date with respect to such Interest
Period; provided that:


                                       31
<PAGE>   122
      (a)with respect to the Interim Notes (HCL Series), no Interest Period for
      any Advance shall extend beyond the Interim Note Maturity Date, and with
      respect to the Instruments, no Interest Period shall extend beyond the
      Expiration Date;

      (b)if any Interest Period would otherwise end on a day which is not a LIBO
      Business Day, that Interest Period shall be extended to the next
      succeeding LIBO Business Day unless the result of such extension would be
      to carry such Interest Period into another calendar month, in which event
      such Interest Period shall end on the immediately preceding LIBO Business
      Day;

      (c)for purposes of calculating interest on the Instruments and/or Fixed
      Rent for any Interest Period, such calculations shall include the first
      day but exclude the last day of any such Interest Period;

      (d)any Interest Period that begins on the last LIBO Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last LIBO Business Day of the calendar month at
      the end of such Interest Period; and

            The Company shall select each Interest Period by giving written
notice, whether by Requisition or otherwise, in accordance with Section 6.01(a)
of the Participation Agreement. If the Company fails to provide the written
notice as specified above, the Company shall be deemed to have selected the
Applicable Rate by reference to the Base Rate for the Instruments or the
applicable Advance(s), as the case may be.

            "Interest Setting Date" means, (a) with respect to any Interest
Period for which the Applicable Rate is determined by reference to the LIBO
Rate, the date which is three LIBO Business Days before the first day of such
Interest Period or (b) with respect to any period for which the Applicable Rate
is determined by reference to the Base Rate, the date specified by the Company,
in the written notice delivered by the Company pursuant to Section 6.01(a) of
the Participation Agreement, as the first day that such Applicable Rate is to
apply.

            "Interim Note (HCL) Commitment" of any Purchaser means the
commitment of such Person, if any, to make (HCL) Advances pursuant to the
Interim Notes (HCL Series) up to the aggregate principal amount set forth below
the name of such Person on Schedule I to the Participation Agreement under the
heading "Interim Note (HCL) Commitment", as the same may be adjusted from time
to time pursuant to any


                                       32
<PAGE>   123
Assignment(s) and Acceptance(s) executed by such Purchaser or reduced pursuant
to the terms of the Participation Agreement.

            "Interim Note (HCL) Maturity Date" means the earlier of (i) the
Final Completion Date and (ii) December 31, 1998.

            "Interim Note (HCL) Maturity Formula" means that, on the Interim
Note (HCL) Maturity Date, (i) A-Notes shall be issued in an aggregate principal
amount equal to (x) the aggregate outstanding principal and stated amount of the
Interim Notes (HCL Series) and Certificates (HCL Series) times (y) .85; and (ii)
B-Notes shall be issued in an aggregate outstanding principal amount equal to
(x) the aggregate principal and stated amount of the Interim Notes (HCL Series)
and Certificates (HCL Series) minus (y) the aggregate outstanding principal and
stated amounts of the A-Notes (to be issued pursuant to clause (i) above) and
the Certificates (HCL Series).

            "Interim Notes (HCL Series)" has the meaning set forth in Article I
of the Declaration.

            "Interim Trust Estate" has the meaning set forth in Article I of the
Declaration.

            "Investment" means a HCL Investment and any Investment made pursuant
to the Original Agreement or the First Restated Agreement.

            "ISI" means Insurance Solvency International.

            "Law" means any law (including, without limitation, any zoning law
or ordinance, ERISA, any Environmental Law, or Legal Requirements), treaty,
directive, statute, rule, regulation, ordinance, order, directive, code,
interpretation, judgment, decree, injunction, writ, determination, award,
Permit, license, authorization, direction, requirement or decision of or
agreement with or by any government or governmental department, commission,
board, court, authority, agency, official or officer having jurisdiction of the
matter in question.

            "Lease" has the meaning set forth in Recital J to the Preliminary
Statement to the Participation Agreement.

            "Legal Requirements" has the meaning set forth in paragraph 6(b) of
the Lease.

            "Lessee" means the Company, as Lessee under the Lease.


                                       33
<PAGE>   124
            "Lessor" means VCMI, as Lessor under the Lease.

            "Lessor Group" has the meaning set forth in paragraph 2(b) of the
Lease.

            "Lessor Termination Notice" has the meaning set forth in paragraph
12(b)(ii) of the Lease.

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

            "LIBO Business Day" means a day of the year on which dealings in
U.S. dollar deposits are carried on in the London interbank market and banks are
open for business in London and not required or authorized to close in New York
City.

            "LIBO Rate" means, for any Interest Period for each LIBO Rate
Funding, 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
LIBO Funding 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 LIBO
Rate Reserve Percentage for such Interest Period. The LIBO Rate for any Interest
Period for each LIBO Rate Funding. Revolving Credit Borrowing shall be
determined by the Agent on the basis of applicable rates furnished to and
received by the Agent from the Reference Banks two Business Days before the
first day of such Interest Period, subject, however, to the provisions of
Section 6.01.

            "LIBO Rate Funding" means a Funding for which the Applicable Rate is
determined pursuant to the LIBO Rate.

            "LIBO Rate Reserve Percentage" for any Interest Period for all LIBO
Rate Fundings 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


                                       34
<PAGE>   125
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 as defined in Regulation D (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate on
LIBO Rate Funding is determined) having a term equal to such Interest Period.

            "Lien" means any deed to secure debt, mortgage, deed of trust,
pledge, security interest, security title, encumbrance, lien, judgment lien,
writ of execution, attachment or charge of any kind, including without
limitation any agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any lease in the nature thereof, and the filing
of or agreement to give, any security interest or financing statements under the
UCC or under any applicable personal property security act or any comparable Law
of any jurisdiction.

            "Liquidation Event" has the meaning set forth in Article I of the
Declaration.

            "Losses" has the meaning set forth in Section 9.15(a) of the
Participation Agreement.

            "Majority Holders" has the meaning set forth in Article I of the
Declaration.

            "Majority Purchasers" means, at any time, the Purchasers holding at
least 66-2/3% of the aggregate unpaid principal of the Notes and the aggregate
unpaid stated amount of the Certificates.

            "Margin Stock" shall have the meaning assigned to that term in
Regulation G and Regulation U.

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

            "Material Adverse Effect" means a material adverse effect on any of:
(a) the Company and its Subsidiaries, taken as a whole, or the Company's ability
to perform its obligations under the Operative Documents; (b) the value,
condition, marketability or operation of the Property or VCMI's ownership
thereof or (c) the validity or enforceability of any of the Operative Documents.

            "Maturity Date" has the meaning set forth in Article I of the
Declaration.


                                       35
<PAGE>   126
            "Maximum Budget Amount" has the meaning set forth in paragraph 5(a)
of the Agency Agreement.

            "Maximum Rate" has the meaning set forth in Section 9.18 of the
Participation Agreement.

            "Moody's" means Moody's Investors Service, Inc. and any successor
thereto which is a nationally recognized credit rating organization.

            "Mortgage" has the meaning set forth in paragraph 20(d) of the
Lease.

            "Mortgagee Title Policy" has the meaning set forth in Section
2.03(g) of the Participation Agreement.

            "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) (or any successor provision thereto) of ERISA, to which the
Company or any ERISA Affiliate 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)(15) of ERISA, that (a) is maintained for employees of the
Company or any of its ERISA Affiliates and at least one Person other than the
Company and its ERISA Affiliates or (b) was so maintained and in respect of
which the Company 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.

            "NPL" has the meaning set forth in Section 4.01(r)(ii) of the
Participation Agreement.

            "Net Proceeds" has the meaning set forth in paragraph 12(a) of the
Lease.

            "1994 VCM Plant Trust" has the meaning set forth in Section 2.01 of
the Declaration.

            "Notes" has the meaning set forth in Article I of the Declaration.

            "Note Commitment" of any Purchaser means such Purchaser's Interim
Note (HCL) Commitment.

            "Noteholder" has the meaning set forth in Article I of the
Declaration.

            "Note Purchaser" means any Purchaser who has a Note Commitment.


                                       36
<PAGE>   127
            "Offering Memo" means the offering memorandum dated June 1994, as
the same may be subsequently amended, prepared by CSI in connection with the
syndication of the Commitments.

            "Offer Purchase Price" has the meaning set forth in paragraph 15(b)
of the Lease.

            "Offer to Purchase" has the meaning set forth in paragraph 14 of the
Lease.

            "Officer" of any Person means the president, any vice president or
any other duly authorized and responsible officer of such Person.

            "Officer's Certificate" or "Officers' Certificate" of a Person means
a certificate signed by an Officer or Officers of such Person.

            "Operative Documents" means the Participation Agreement, the Ground
Lease, the Agency Agreement, the Lease, the Declaration, the Instruments, the
Bill of Sale, the Bill of Sale II, the VCMI Note, the VCMI Loan Agreement, the
VCMI Mortgage, the Instrument Guaranty, the State Street Guaranty, the Services
Agreement, the CT Agreement, the Instrument Guaranty Confirmation and the State
Street Guaranty Confirmation.

            "Original A-Notes" has the meaning set forth in Recital D to the
Preliminary Statement to the Participation Agreement.

            "Original Agency Agreement" has the meaning set forth in Recital C
to the Preliminary Statement to the Participation Agreement.

            "Original Agreement" has the meaning set forth in Recital A to the
Preliminary Statement to the Participation Agreement.

            "Original B-Notes" has the meaning set forth in Recital D to the
Preliminary Statement to the Participation Agreement.

            "Original Capitalized Cost" has the meaning set forth in item I.B of
Schedule B to the Lease.

            "Original Certificates" means the Certificates issued pursuant to
the Original Declaration of Trust.

            "Original Declaration of Trust" has the meaning set forth in Recital
D to the Preliminary Statement to the Participation Agreement.


                                       37
<PAGE>   128
            "Original Ground Lease" has the meaning set forth in Recital B to
the Preliminary Statement to the Participation Agreement.

            "Original Improvements" has the meaning set forth in Recital B to
the Preliminary Statement to the Participation Agreement.

            "Original Instrument Guaranty" has the meaning set forth in Recital
F to the Preliminary Statement to the Participation Agreement.

            "Original Instruments" means the Original A-Notes, the Original
B-Notes and the Original Certificates.

            "Original Interim Notes" means the Amended and Restated Interim
Trust Notes issued pursuant to the Original Declaration of Trust.

            "Original Lease" has the meaning set forth in Recital B to the
Preliminary Statement to the Participation Agreement.

            "Original Operative Documents" means the Original Agreement, the
First Restated Agreement, the Original Ground Lease, the Original Agency
Agreement, the Original Lease, the Original Declaration, the Original
Instruments, the Bill of Sale, the Original VCMI Note, the Original VCMI Loan
Agreement, the Original VCMI Mortgage, the Original Instrument Guaranty, the
Original Services Agreement, the State Street Guaranty and the CT Agreement.

            "Original Services Agreements" has the meaning set forth in Recital
G to the Preliminary Statement to the Participation Agreement.

            "Original VCMI Loan Agreement" has the meaning set forth in Recital
E to the Preliminary Statement to the Participation Agreement.

            "Original VCMI Mortgage" has the meaning set forth in Recital E to
the Preliminary Statement to the Participation Agreement.

            "Original VCMI Note" has the meaning set forth in Recital E to the
Preliminary Statement to the Participation Agreement.

            "Other Charges" has the meaning set forth in Section 9.18 of the
Participation Agreement.

            "Other Taxes" has the meaning set forth in Section 6.03(c) of the
Participation Agreement.


                                       38
<PAGE>   129
            "Outstanding" with respect to any Instrument, has the meaning set
forth in Article I of the Declaration.

            "Owner Title Policy" has the meaning set forth in Section 2.03(g) of
the Participation Agreement.

            "Parcel" means the real property described in Schedule A to the
Ground Lease.

            "Participation Agreement" means the Participation Agreement dated as
of August 16, 1994 by and among the Trustee, Citibank, as Agent, the Company,
VCMI and the Purchasers, to which this Appendix is appended, as amended by the
Amended and Restated Participation Agreement dated as of November 9, 1995 and
the Second Amended and Restated Participation Agreement dated as of December 19,
1996 and as the same may be further amended, modified or supplemented from time
to time.

            "Payment Date" means:

            (a) With respect to the Interim Notes (HCL Series), (i) the Interim
      Note (HCL) Maturity Date, (ii) each Conversion Date, (iii) the last day of
      each Interest Period after the Second Refinancing Date through the Interim
      Note (HCL) Maturity Date, but in no event less frequently than quarterly
      and (iv) if the Applicable Rate is determined by reference to the Base
      Rate, the last day of each March, June, September and December;

            (b) With respect to the A-Notes and the B-Notes, (i) the Expiration
      Date, (ii) each Conversion Date, (iii) the last day of each Interest
      Period after the Financing Closing Date through the Expiration Date, but
      in no event less frequently than quarterly and (iv) if the Applicable Rate
      is determined by reference to the Base Rate, the last day of each March,
      June, September and December;

            (c) With respect to the Certificates, (i) the last Business Day of
      each month during the Construction Period, (ii) the Interim Note Maturity
      Date and (iii) during the Primary Term, each day that is a Payment Date
      for the A-Notes and the B-Notes under clause (b) above;

            (d) With respect to any Note, the maturity date thereof (whether by
      acceleration or otherwise); and

            (e) With respect to any Instrument, the date of any prepayment.


                                       39
<PAGE>   130
            In the event that the Lease is extended for an Extended Term,
"Payment Date" means the last Business Day of each month of such Extended Term.

            "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

            "Percentage" means, with respect to any Note Purchaser, the
percentage that its Note Commitment bears to the aggregate Total Note
Commitment, as such Percentage may be adjusted from time to time pursuant to any
Assignment(s) and Acceptance(s) executed by any such Purchaser.

            "Permit" means any approval, certificate of occupancy, consent,
waiver, exemption, variance, franchise, order, permit, authorization, right or
license of or from any Federal, state or local government or agency or
subdivision thereof.

            "Permitted Encumbrances" means, with respect to the Property, but
only to the extent applicable thereto, any of the following: (i) Liens for Taxes
to the extent not required to be paid under Section 4.01(v) of the Participation
Agreement or paragraph 18 of the Lease (including contracts entered into in
connection with major construction projects); (ii) Liens imposed by Law, such as
materialmen's, mechanics', carriers', workmens' and repairmens' Liens and other
similar Liens arising in the ordinary course of business; (iii) pledges or
deposits to secure obligations under workers' compensation laws or similar
legislation or to secure public or statutory obligations; (iv) rights reserved
to or vested in any municipality or public authority to control or regulate the
use of the Property or to use the Property in any manner; (v) easements,
rights-of-way, servitudes, restrictions and other minor defects, encumbrances
and irregularities in title to the Property which do not, individually or in the
aggregate, materially and adversely affect the value, condition, marketability
or operation of the Property or VCMI's ownership or lease thereof; and (vi) the
Ground Lease, the Lease, the Bills of Sale, the HCL Bill of Sale, the VCMI
Mortgage and the Declaration, provided, that in each case, 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.

            "Permitted Investments" has the meaning set forth in Article I of
the Declaration.

            "Permitted Remediation" has the meaning set forth in paragraph 13(b)
of the Lease.


                                       40
<PAGE>   131
            "Person" means any individual, corporation, limited liability
partnership, limited liability company, partnership, joint venture, association,
joint stock company, trust, unincorporated organization or government.

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

            "Plant" has the meaning set forth in Recital B of the Preliminary
Statement to the Participation Agreement.

            "Prescribed Forms" means such duly executed form(s) or statement(s),
and in such number of copies, which may, from time to time, be prescribed by Law
and which, pursuant to applicable provisions of (a) an income tax treaty between
the United States and the country of residence of the Purchaser providing the
form(s) or statement(s), (b) the Code, or (c) any applicable rule or regulation
under the Code, permit the Company and/or the Trustee to make payments under the
Operative Documents for the account of the Trustee and/or such Purchaser free of
deduction or withholding of income or similar taxes.

            "Primary Term" has the meaning set forth in paragraph 3(a) of the
Lease.

            "Proceeding" has the meaning set forth in Article I of the
Declaration.

            "Proceeds" has the meaning set forth in paragraph 12(a) of the
Lease.

            "Proceeds Trustee" has the meaning set forth in paragraph 12(a) of
the Lease.

            "Property" has the meaning set forth in Recital B of the Preliminary
Statement to the Participation Agreement.

            "Property Charges" means all Impositions other than Excluded Charges
and any income, gross receipts, franchise or similar Taxes.

            "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 Company. 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 Facility Fee 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
Facility


                                       41
<PAGE>   132
Fee will be set in accordance with Schedule II to the Participation Agreement;
(c) if the ratings established by S&P, Moody's and Duff & Phelps shall fall
within different levels, the Applicable Margin and the Facility Fee 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.

            "Purchasers" has the meaning set forth in the first paragraph of the
Participation Agreement.

            "Qualified Sale" has the meaning set forth in paragraph 27(c) of the
Lease.

            "Rating Level" means the applicable category of Public Debt Rating
level contained in Schedule III to the Participation Agreement.

            "Receivables Financing" means, collectively, the transactions
contemplated by (i) the Trade Receivables Purchase and Sale Agreement dated as
of August 16, 1994 among the Company, Corporate Receivables Corporation and
Citicorp North America, Inc., as agent, and (ii) the Parallel Purchase
Commitment dated as of August 16, 1994 among the Company, the banks named
therein and Citicorp North America, Inc., as agent, as each may be amended from
time to time.

            "Record" has the meaning set forth in Section 6.02(d) of the
Participation Agreement.

            "Reference Banks" means Citibank, NationsBank, N.A. and NBD Bank,
N.A., provided, however, if any of these banks shall cease to be a Purchaser,
then such bank shall no longer be a Reference Bank and a new Reference Bank
shall be selected by the Company from among the Purchasers.

            "Register" has the meaning set forth in Article I of the
Declaration.

            "Regulation A" means Regulation A of the Federal Reserve Board, as
in effect from time to time.

            "Regulation D" means Regulation D of the Federal Reserve Board, as
in effect from time to time.


                                       42
<PAGE>   133
            "Regulation G" means Regulation G of the Federal Reserve Board, as
in effect from time to time.

            "Regulation T" means Regulation T of the Federal Reserve Board, as
in effect from time to time.

            "Regulation U" means Regulation U of the Federal Reserve Board, as
in effect from time to time.

            "Regulation X" means Regulation X of the Federal Reserve Board, as
in effect from time to time.

            "Requisition" has the meaning set forth in Section 1.04(b) of the
Participation Agreement.

            "Revolving Credit Facility" means the transactions contemplated by
the Credit Agreement dated as of August 16, 1994 among the Company, the initial
lenders named therein, Citibank, as administrative agent and NationsBank, N.A.
as co-agent, as the same may be amended from time to time.

            "Reserve Costs" means, so long as a Note Purchaser shall be required
under regulations of the Federal Reserve Board to maintain reserves with respect
to liabilities or assets consisting of or including Eurocurrency Liabilities (as
defined in Regulation D), additional amounts equal to the product of (l) the
aggregate principal amount of the Notes held by it, multiplied by (2) an
interest rate per annum equal, at all times during the period in which such
reserves were assessed, to the remainder obtained by subtracting (a) the LIBO
Rate for such Interest Period from (b) the rate obtained by dividing such LIBO
Rate for such Interest Period by a percentage equal to 100% minus the LIBO Rate
Reserve Percentage of such Holder, which amounts shall be payable on each
Payment Date.

            "Residual Guaranty" has the meaning set forth in Section 7.05(a) of
the Participation Agreement.

            "Return Conditions" has the meaning set forth in Section 7.05(b) of
the Participation Agreement.

            "S&P" means Standard & Poor's Ratings Group, a division of
McGraw-Hill Companies and any successor thereto which is a nationally recognized
credit rating organization.

            "Sales Proceeds" has the meaning set forth in Article I of the
Declaration.

            "Second Refinancing" has the meaning set forth in Section 1.02(b) of
the Participation Agreement.


                                       43
<PAGE>   134
            "Second Refinancing Date" has the meaning set forth in Section
1.02(b) of the Participation Agreement.

            "Secured Obligations" means:

                  (1) Payment when due of all obligations of the Company under
      the Instrument Guaranty which accrue to the benefit (directly or
      indirectly) of (a) the Holders of the Applicable B Percentage of the
      Interim Notes (HCL Series), (b) the Holders of the B-Notes, and (c) the
      Holders of the Certificates, and the performance and discharge of each and
      every obligation of the Company set forth in the Instrument Guaranty which
      accrue to the benefit (directly or indirectly) of (i) the Holders of the
      Applicable B Percentage of the Interim Notes (HCL Series), (ii) the
      Holders of the B-Notes, and (iii) the Holders of the Certificates;

                  (2) Payment of all Fixed Rent and Additional Rent, with
      interest, if any, thereon, according to the terms of the Lease, and any
      and all extensions, amendments, modifications, substitutions or renewals
      thereof, and payment of the Unwind Fee, if any, pursuant to the
      Participation Agreement, which accrue to the benefit (directly or
      indirectly) of (a) the Holders of the Applicable B Percentage of the
      Interim Notes (HCL Series), (b) the Holders of the B-Notes, and (c) the
      Holders of the Certificates, and the performance and discharge of each and
      every obligation of the Company set forth in the Lease which accrue to the
      benefit (directly or indirectly) of (i) the Holders of the Applicable B
      Percentage of the Interim Notes (HCL Series), (ii) the Holders of the
      B-Notes, and (iii) the Holders of the Certificates.

                  (3) Payment of all other sums, with interest thereon, owing by
      the Company and becoming due or payable under the provisions of any of the
      Operative Documents which accrue to the benefit (directly or indirectly)
      of (a) the Holders of the Applicable B Percentage of the Interim Notes
      (HCL Series), (b) the Holders of the B-Notes, and (c) the Holders of the
      Certificates;

                  (4) Due, prompt and complete observance and performance of
      each and every obligation, covenant and agreement of the Company contained
      in any of the Operative Documents which accrue to the benefit (directly or
      indirectly) of (a) the Holders of the Applicable B Percentage of the
      Interim Notes (HCL Series), (b) the Holders of the B-Notes, and (c) the
      Holders of the Certificates.


                                       44
<PAGE>   135
            "Series A Maximum Amount" has the meaning set forth in Section 3.02
of the Declaration.

            "Series A Portion" has the meaning set forth in item I.B of Schedule
B to the Lease.

            "Series A Trust Estate" has the meaning set forth in Article I of
the Declaration.

            "Series B Maximum Amount" has the meaning set forth in Section 3.02
of the Declaration.

            "Series B Portion" has the meaning set forth in item I.B of Schedule
B to the Lease.

            "Series B Trust Estate" has the meaning set forth in Article I of
the Declaration.

            "Series C Maximum Amount" has the meaning set forth in Section
3.03(a)(i) of the Declaration.

            "Series C Trust Estate" has the meaning set forth in Article I of
the Declaration.

            "Series C Portion" has the meaning set forth in item I.B of Schedule
B to the Lease.

            "Services Agreement" has the meaning set forth in Recital G of the
Preliminary Statement of the Participation Agreement.

            "Short-Term LIBO Period" means any period ending on the Interim Note
Maturity Date or the Expiration Date and during which an Applicable Rate
determined by reference to the LIBO Rate for a minimum Interest Period of at
least one month is not available.

            "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
Company or any of its ERISA Affiliates and no Person other than the Company and
its ERISA Affiliates or (b) was so maintained and in respect of which the
Company 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.

            "Special Counsel" has the meaning set forth in Article I of the
Declaration.

            "Special Environmental Counsel" means Chadbourne & Parke LLP as to
matters of Federal law and Hughes & Luce as to matters of Texas law, or such
other counsel as shall be reasonably satisfactory to the Agent and the
Purchasers.


                                       45
<PAGE>   136
            "Specification Grade VCM" has the meaning set forth in Section 1.1
of the Services Agreement.

            "SSBTC" has the meaning set forth in the first paragraph of the
Participation Agreement.

            "Stated Rate" has the meaning set forth in Section 9.18 of the
Participation Agreement.

            "State Street" has the meaning set forth in the first paragraph of
the Participation Agreement.

            "State Street Guaranty" has the meaning set forth in Recital H of
the Preliminary Statement to the Participation Agreement.

            "State Street Guaranty Confirmation" means the Confirmation of
Guaranty by SSBTC dated as of the Refinancing Date.

            "Subsidiary" 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 or the equivalent ownership or
controlling interest, in either case having ordinary voting power to elect a
majority of the board of directors, managers or trustees thereof (irrespective
of whether at the time capital stock (or other evidence of ownership) of any
other class or classes of such entity shall or might have the voting power upon
the occurrence of any contingency) or (b) the beneficial interest in such trust
or estate, is at the time owned or controlled, directly or indirectly, by the
Company, by the Company and one or more of its other Subsidiaries or by one or
more of the Company's other Subsidiaries.

            "Tax" or "Taxes" means, without limitation, any fee (including
license, filing, recording, transfer and registration fees), foreign, Federal,
state or local tax (including any income, gross receipts, withholding,
franchise, excise, sales, use, value added, real, personal, tangible or
intangible property tax or any tax similar to any of the foregoing taxes),
interest equalization, recording, transfer or stamp tax, assessment (including
any maintenance charge, owner association dues or charges), levy, impost, duty,
charge or withholding of any kind or nature whatsoever, imposed or assessed by
any foreign, Federal, state or local government or agency, or governmental
authority, together with any addition to tax, penalty, fine or interest thereon.

            "Term" has the meaning set forth in paragraph 3 of the Lease.


                                       46
<PAGE>   137
            "Termination Notice" has the meaning set forth in paragraph 12(b)(i)
of the Lease.

            "Termination Value" has the meaning set forth in Schedule C to the
Lease.

            "Title Company" means a title company acceptable to the Agent.

            "Title Policy" has the meaning set forth in Section 2.01(g) of the
Participation Agreement.

            "Total HCL Commitment" means the aggregate Note Commitments and
Certificate Commitments of all of the Purchasers, not to exceed $50,000,000.

            "Total Note Commitment" means the aggregate Note Commitments of all
of the Note Purchasers, not to exceed $164,900,000.

            "Transaction Documents" has the meaning set forth in Section 9.18 of
the Participation Agreement.

            "Transactions" has the meaning set forth in Section 9.18 of the
Participation Agreement.

            "Trust Estate" has the meaning set forth in Article I of the
Declaration.

            "Trustee" has the meaning set forth in Article I of the Declaration.

            "Trustee's Counsel" has the meaning set forth in Section 2.03(c)(iv)
of the Participation Agreement or such other counsel as shall be satisfactory to
the Trustee.

            "UCC" means the Uniform Commercial Code as in effect from time to
time in any jurisdiction whose Law governs the document in which such term is
used and/or rights thereunder.

            "Unwind Event" has the meaning set forth in Section 7.03 of the
Participation Agreement.

            "Unwind Fee" has the meaning set forth in Section 7.04 of the
Participation Agreement.

            "Variable Rent" has the meaning assigned to it in item I.B of
Schedule B to the Lease.

            "VCMI" means 1994 VCM Inc., a Texas corporation.


                                       47
<PAGE>   138
            "VCMI Loan Agreement" has the meaning set forth in Recital E of the
Preliminary Statement to the Participation Agreement.

            "VCMI Mortgage" has the meaning set forth in Recital M of the
Preliminary Statement to the Participation Agreement.

            "VCMI Note" has the meaning set forth in Recital M of the
Preliminary Statement to the Participation Agreement.

            "Voting Stock" means outstanding shares of stock having voting power
for the election of directors, whether at all times or only so long as no senior
class of stock has such voting power because of default in dividends or some
other default.

            "Withdrawal Liability" has the meaning set forth under Part I of
Subtitle E of Title IV of ERISA.


                                       48