<PAGE>   1

                                                                    Exhibit 10.9


                                CREDIT AGREEMENT


                                     between


                         Preformed Line Products Company



                                       and



                               National City Bank

                                December 30, 1994


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                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----

<S>      <C>                                                                                                     <C>
1A.      CROSS-REFERENCE..........................................................................................1


2A.      SUBJECT COMMITMENT.......................................................................................1

         2A.01    AMOUNT..........................................................................................1
         2A.02    TERM............................................................................................1
         2A.03    OPTIONAL REDUCTIONS.............................................................................2
         2A.04    COMMITMENT FEE..................................................................................2
         2A.05    EXTENSION OF SUBJECT COMMITMENTS................................................................2

2B.      SUBJECT LOANS............................................................................................2

         2B.01    SUBJECT NOTE....................................................................................3
         2B.02    CREDIT REQUESTS.................................................................................3
         2B.03    CONDITION:  NO DEFAULT..........................................................................3
         2B.04    CONDITION:  PURPOSE.............................................................................4
         2B.05    LOAN MIX........................................................................................4
         2B.06    AMOUNT..........................................................................................4
         2B.07    CONTRACT PERIODS................................................................................4
         2B.08    MATURITIES......................................................................................4
         2B.09    ROLLOVER........................................................................................4
         2B.10    INTEREST:  RR LOANS.............................................................................5
         2B.11    INTEREST:  FIXED-RATE LOANS.....................................................................5
         2B.12    DISBURSEMENT....................................................................................6
         2B.13    PREPAYMENTS.....................................................................................6
         2B.14    FIXED-RATE: UNAVAILABILITY......................................................................6
         2B.15    FIXED-RATE LOANS: ILLEGALITY....................................................................7
         2B.16    PRIOR LOANS.....................................................................................7

3A.      INFORMATION..............................................................................................7

         3A.01    FINANCIAL STATEMENTS............................................................................7
         3A.02    NOTICE..........................................................................................8

3B.      GENERAL FINANCIAL STANDARDS..............................................................................9

         3B.01    NET WORTH.......................................................................................9
         3B.02    LEVERAGE........................................................................................9
         3B.03    WORKING CAPITAL.................................................................................9
         3B.04    PRETAX INTEREST COVERAGE........................................................................9

3C.      AFFIRMATIVE COVENANTS...................................................................................10

         3C.01    TAXES..........................................................................................10
         3C.02    FINANCIAL RECORDS..............................................................................10
</TABLE>


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<TABLE>
<S>      <C>                                                                                                     <C>
         3C.03    VISITATION.....................................................................................10
         3C.04    INSURANCE......................................................................................10
         3C.05    CORPORATE EXISTENCE............................................................................11
         3C.06    COMPLIANCE WITH LAW............................................................................11
         3C.07    PROPERTIES.....................................................................................11

3D.      NEGATIVE COVENANTS......................................................................................12

         3D.01    EQUITY TRANSACTIONS............................................................................12
         3D.02    CREDIT EXTENSIONS..............................................................................12
         3D.03    LIENS, LEASES..................................................................................13
         3D.04    DIVIDENDS......................................................................................15

4A.      CLOSING.................................................................................................15

         4A.01    SUBJECT NOTE...................................................................................15
         4A.02    FINANCIAL STATEMENTS...........................................................................15
         4A.03    DOCUMENTATION FEE..............................................................................15

4B.      WARRANTIES..............................................................................................15

         4B.01    EXISTENCE......................................................................................15
         4B.02    GOVERNMENTAL RESTRICTIONS......................................................................15
         4B.03    CORPORATE AUTHORITY............................................................................16
         4B.04    LITIGATION.....................................................................................16
         4B.05    TAXES..........................................................................................16
         4B.06    TITLE..........................................................................................16
         4B.07    LAWFUL OPERATIONS..............................................................................16
         4B.08    INSURANCE......................................................................................17
         4B.09    FINANCIAL STATEMENTS...........................................................................17
         4B.10    DEFAULTS.......................................................................................17

5A.      EVENTS OF DEFAULT.......................................................................................17

         5A.01    PAYMENTS.......................................................................................17
         5A.02    WARRANTIES.....................................................................................17
         5A.03    COVENANTS WITHOUT GRACE........................................................................18
         5A.04    COVENANTS WITH GRACE...........................................................................18
         5A.05    CROSS-DEFAULT..................................................................................18
         5A.06    JUDGMENTS/ERISA DEFAULTS.......................................................................18
         5A.07    OWNERSHIP......................................................................................18
         5A.08    SOLVENCY.......................................................................................18

5B.      EFFECTS OF DEFAULT......................................................................................19

         5B.01    OPTIONAL DEFAULTS..............................................................................19
         5B.02    AUTOMATIC DEFAULTS.............................................................................19
         5B.03    OFFSETS........................................................................................19

6A.      INDEMNITY: STAMP TAXES..................................................................................19
</TABLE>

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<TABLE>
<S>      <C>                                                                                                     <C>
6B.      INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS..........................................................19


6C.      INDEMNITY: FUNDING COSTS................................................................................20


6D.      CREDIT REQUESTS.........................................................................................20


6E.      INDEMNITY: UNFRIENDLY TAKEOVERS.........................................................................20


6F.      INDEMNITY: CAPITAL REQUIREMENTS.........................................................................20


6G.      INDEMNITY: COLLECTION COSTS.............................................................................21


6H.      CERTIFICATE FOR INDEMNIFICATION.........................................................................21


7.       PARTICIPATION...........................................................................................21


8.       INTERPRETATION..........................................................................................21

         8.01     WAIVERS........................................................................................21
         8.02     CUMULATIVE PROVISIONS..........................................................................22
         8.03     BINDING EFFECT.................................................................................22
         8.04     SURVIVAL OF PROVISIONS.........................................................................22
         8.05     IMMEDIATE U.S. FUNDS...........................................................................22
         8.06     CAPTIONS.......................................................................................22
         8.07     SUBSECTIONS....................................................................................22
         8.08     ILLEGALITY.....................................................................................22
         8.09     OHIO LAW.......................................................................................22
         8.10     INTEREST/FEE COMPUTATIONS......................................................................22
         8.11     NOTICE.........................................................................................23
         8.12     ACCOUNTING TERMS...............................................................................23
         8.13     ENTIRE AGREEMENT...............................................................................23
         8.14     WAIVER OF JURY TRIAL...........................................................................23
         8.15     LATE CHARGE; APPLICATION OF PAYMENTS...........................................................23
         8.16     CONFIDENTIALLY.................................................................................23

9.       DEFINITIONS.............................................................................................24

         account officer.........................................................................................24
         accumulated funding deficiency..........................................................................24
         Agreement...............................................................................................24
         Bank....................................................................................................24
         banking day.............................................................................................24
         Borrower................................................................................................24
         company.................................................................................................24
         contract period.........................................................................................24
</TABLE>


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<TABLE>
<S>      <C>                                                                                                     <C>
         credit request..........................................................................................24
         current assets..........................................................................................24
         current liabilities.....................................................................................25
         debt....................................................................................................25
         default under ERISA.....................................................................................25
         default under this Agreement............................................................................25
         distribution............................................................................................25
         environmental law.......................................................................................25
         ERISA...................................................................................................25
         ERISA regulator.........................................................................................25
         expiration date.........................................................................................26
         federal funds rate......................................................................................26
         funded indebtedness.....................................................................................26
         GAAP....................................................................................................26
         guarantor...............................................................................................26
         insider.................................................................................................26
         insolvency action.......................................................................................27
         LIBO pre-margin rate....................................................................................27
         LIBOR loan..............................................................................................27
         AIM loan................................................................................................27
         money market rate.......................................................................................27
         most recent 4A.02 financial statements..................................................................27
         net income..............................................................................................27
         net worth...............................................................................................27
         pension plan............................................................................................27
         prime rate..............................................................................................28
         receivable..............................................................................................28
         reference rate..........................................................................................28
         related writing.........................................................................................28
         reportable event........................................................................................28
         RR loan.................................................................................................28
         short-term loan.........................................................................................28
         short-term note.........................................................................................28
         subject commitment......................................................................................28
         subject indebtedness....................................................................................28
         subject loan............................................................................................28
         subject note............................................................................................28
         subordinated............................................................................................29
         subsidiary..............................................................................................29
         supplemental schedule...................................................................................29
         term loan...............................................................................................29
         term note...............................................................................................29
         total liabilities.......................................................................................29
         wholly-owned............................................................................................29
</TABLE>

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                                CREDIT AGREEMENT
                                ----------------

This Agreement is made as of December 30, 1994 by and between Preformed Line
Products Company (BORROWER) and NATIONAL CITY BANK (BANK), a national banking
association headquartered in Cleveland, Ohio:

                            I N T R O D U C T I O N:
                             - - - - - - - - - - - -

         WHEREAS, A. Borrower and Bank are parties to an agreement made as of
July 22, 1981, as amended by an Amendment Agreement made as of July 22, 1984,
and as further amended by a Second Amendment Agreement made as of July 2, 1987,
pursuant to which Borrower has made its Term Note (the TERM NOTE), dated July
22, 1987, payable to the order of Bank in the principal sum of two million five
hundred thousand dollars ($2,500,000), and evidencing a loan (the TERM loan)
made by Bank to Borrower;

                 B. Borrower has made its Grid Note: Short-Term Loans (@ Base
Rate or Fixed Rate) (the SHORT-TERM NOTE), dated June 15, 1994, payable to the
order of Bank in the principal sum of seven million dollars ($7,000,000), and
evidencing loans (each such loan, a SHORT-TERM LOAN) made by Bank to Borrower;

                 C. Borrower has requested that the short-term loans and the
terns loan, to the extent outstanding on the date hereof, be continued
outstanding as subject loans pursuant to the terms and conditions of this
Agreement;

                 D. Borrower has requested Bank to agree, pursuant to the terms
and conditions of this Agreement, to make, until, but not including, the
expiration date, such other loans to Borrower as Borrower may from time to time
request;

         THEREFORE, in consideration of the premises, in consideration of the
mutual covenants herein contained, and, in the case of Bank, in reliance on the
representations, warranties, and other statements made in or pursuant to this
Agreement and the related writings, Borrower and Bank hereby agree as follows:

1A. CROSS-REFERENCE -- Certain terms are defined in section 9.

2A. SUBJECT COMMITMENT -- The basic terms of the subject commitment and the
compensation therefor are as follows:

         2A.01 AMOUNT -- The amount of the subject commitment is fifteen million
         dollars ($15,000,000), but that amount may be reduced from time to time
         pursuant to subsection 2A.03 and the subject commitment may be
         terminated pursuant to section 5B.

         2A.02 TERM -- The subject commitments shall commence as of the date of
         this Agreement and shall remain in effect on a revolving basis until
         (but not including) December 31, 1997 (the EXPIRATION DATE) EXCEPT that
         a later expiration date may be established from time to time pursuant
         to subsection 2A.05 and EXCEPT that the subject

<PAGE>   7


         commitments shall end in any event upon any earlier reduction thereof
         to zero pursuant to subsection 2A.03 or any earlier termination
         pursuant to section 5B.

         2A.03 OPTIONAL REDUCTIONS -- Borrower shall have the right, at all
         times and without the payment of any premium, to permanently reduce the
         amount of the subject commitments by giving Bank one (1) banking day's
         prior written notice of the amount of each such reduction and the
         effective date thereof subject, however, to the following:

                  (a) No such reduction shall reduce the subject commitments to
                  a lesser aggregate amount than the sum of the aggregate unpaid
                  principal balance of the fixed-rate loans then outstanding
                  plus the aggregate unpaid principal balance o any fixed-rate
                  loans to be obtained pursuant to any unfulfilled credit
                  request under subsection 2B.02.

                  (b) Concurrently with each reduction Borrower shall prepay
                  such part, if any, of the principal of the subject loans then
                  outstanding as may be in excess of the amount of the subject
                  commitments as so reduced. Subsection 2B.13 and section 6C
                  shall apply to each such prepayment.

         2A.04 COMMITMENT FEE -- Borrower agrees to pay Bank a commitment fee

                  (a) based on the average daily difference between the amount
                  of the subject commitments from time to time in effect and the
                  aggregate unpaid principal balance of the subject loans then
                  outstanding,

                  (b) computed (on the basis of a 360-day year and the actual
                  number of days elapsed) at a rate of one-fifth of one percent
                  (1/5%) per annum so long as the subject commitment remains in
                  effect and

                  (c) payable in arrears on April 1, 1995 and on the first day
                  of each July 1, October 1, January 1, and April 1 thereafter
                  and at the end of the subject commitment.

         2A.05 EXTENSION OF SUBJECT COMMITMENTS -- Whenever Borrower furnishes
         its audited financial statements to Bank pursuant to clause (b) of
         subsection 3A.01, commencing with Borrower's audited financial
         statements for its fiscal year ending December 31, 1995, Borrower may
         request that the subject commitments be extended one year to the
         December 31 next following the expiration date then in effect. Bank
         agrees to give consideration to each such request; but in no event
         shall Bank be committed to extend the subject commitments, nor shall
         the subject commitments be so extended, unless and until both Borrower
         and Bank shall have executed and delivered an extension agreement
         substantially in the form of Exhibit C with the blanks appropriately
         filled.

2B. SUBJECT LOANS -- Bank agrees that so long as the subject commitment remains
in effect Bank will, subject to the conditions of this Agreement, grant Borrower
such subject loans as Borrower may from time to time request.



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         2B.01 SUBJECT NOTE --The subject loans shall be evidenced at all times
         by a subject note executed and delivered by Borrower, payable to the
         order of Bank in a principal amount equal to the dollar amount of the
         subject commitment as in effect at the execution and delivery of the
         subject note and being in the form and substance of Exhibit B with the
         blanks appropriately filled.

                  (a) Whenever Borrower shall obtain a subject loan, Bank shall
                  endorse an appropriate entry on the subject note or make an
                  appropriate entry in a loan account in Bank's books and
                  records, or both. Each entry shall be prima facic evidence of
                  the data entered; but such entries shall not be a condition to
                  Borrower's obligation to pay.

                  (b) No holder of the subject note shall transfer the same or
                  seek a judgment or file a proof of claim based thereon,
                  without in each case first endorsing the subject note to
                  reflect the true amount owing thereon.

         2B.02 CREDIT REQUESTS -- Except as provided in subsection 2B.

         Whenever Borrower desires to borrow pursuant to this Agreement,
         Borrower shall give Bank an appropriate notice (a CREDIT REQUEST) with
         such information as Bank may reasonably request. The credit request
         shall be irrevocable and shall (EXCEPT in the case of any obtained at
         the execution and delivery of this Agreement) be given to Bank not
         later than 12:00 noon Cleveland time

                  (a) on the banking day the proceeds of any requested RR loan
                  or MM loan are to be disbursed to Borrower and

                  (b) on the third (3rd) banking day prior to the banking day on
                  which the proceeds of any requested LIBOR loan are to be
                  disbursed to Borrower.

         Each credit request shall be made either in writing or by telephone,
         PROVIDED that any telephone request shall be promptly confirmed in
         writing and Borrower shall assume the risk of misunderstanding.

         2B.03 CONDITION: NO DEFAULT -- Borrower shall not be entitled to obtain
         any subject loan if

                  (a) any default under this Agreement shall then exist or would
                  thereupon begin to exist or

                  (b) if any representation, warranty, or other statement made
                  by any person or entity (other than Bank) in any related
                  writing (other than any financial statement) would, if made
                  either as of the time of Borrower's request for that subject
                  loan or when that loan is to be made, be untrue or incomplete
                  in any respect.

         Each credit request, both when made and when honored, shall of itself
         constitute a continuing representation and warranty by Borrower that
         Borrower is entitled to obtain, and Bank is obligated to make, the
         requested subject loan.



                                      -3-
<PAGE>   9


         2B.04 CONDITION: PURPOSE -- Borrower shall not use the proceeds of any
         subject loan in any manner that would violate or be inconsistent with
         Regulation U or X of the Board of Governors of the Federal Reserve
         System; nor will it use any such proceeds for the purpose of financing
         the acquisition of any corporation or other business entity if the
         acquisition is publicly opposed by the latter's management and if Bank
         deems that its participation in the financing would involve it in a
         conflict of interest.

         2B.05 LOAN MIX -- The subject loans at any one time outstanding may
         consist of RR loans or LIBOR loans or MM loans or any combination
         thereof as Borrower may from time to time duly elect.

         2B.06 AMOUNT -- No subject loan shall be made if, after giving effect
         thereto, the aggregate unpaid principal balance of the subject loans
         would exceed the amount of the subject commitment then in effect. Each
         fixed-rate loan shall be in the principal sum of one million dollars
         ($1,000,000) or any greater amount (subject to the aforesaid
         limitations) that is an integral multiple of one hundred thousand
         dollars ($100,000).

         2B.07 CONTRACT PERIODS -- Each fixed-rate loan shall have applicable
         thereto a contract period to be duly elected by Borrower in the credit
         request therefor. Each contract period shall begin on the date the loan
         proceeds are to be disbursed and shall end on such date, not later than
         the expiration date, as Borrower may select subject, however, to the
         following:

                  (a) The contract period for each MM loan shall be subject to
                  Bank's assent thereto and, if the contract period otherwise
                  would end on a day not a banking day, it shall end on the next
                  following banking day.

                  (b) The contract period for each LIBOR loan shall end one
                  month or two or three or six months after the date of
                  borrowing; PROVIDED, that

                           (1) if any such contract period otherwise would end
                           on a day that is not a banking day, it shall end
                           instead on the next following banking day unless that
                           day falls in another calendar month, in which latter
                           case the contract period shall end instead on the
                           last banking day of the next preceding calendar
                           month, and

                           (2) if the contract period commences on a day for
                           which there is no numerical equivalent in the
                           calendar month in which the contract period is to
                           end, it shall end on the last banking day of that
                           calendar month.

         2B.08 MATURITIES -- The stated maturity of each RR loan shall be the
         expiration date. The stated maturity of each fixed-rate loan shall be
         the last day of the contract period applicable thereto. In no event,
         however, shall the stated maturity of any subject loan be later than
         the expiration date.

         2B.09    ROLLOVER -- If


                                      -4-
<PAGE>   10


                  (a) prior to the expiration date any fixed-rate loan shall not
                  be paid in full at the stated maturity thereof and

                  (b) Borrower shall have failed to duly give Bank a timely
                  credit request in respect thereof, Borrower shall be deemed to
                  have duly given Bank a timely credit request to obtain (and
                  Bank shall accordingly make) a RR loan in a principal amount
                  equal to the unpaid principal of the fixed-rate loan then due,
                  the proceeds of which RR loan shall be applied to the payment
                  in full of the fixed-rate loan then due; PROVIDED that no such
                  RR. loan shall of itself constitute a waiver of any
                  then-existing default under this Agreement.

         2B.10 INTEREST: RR LOANS -- The principal of and overdue interest on
         the RR loans shall bear interest payable in arrears on April 1, 1995
         and the first day of each July, October January and April thereafter
         and at maturity and computed (in accordance with subsection 8.10)

                  (a) prior to maturity, at a fluctuating rate equal to the
                  reference rate from time to time in effect and

                  (b) after maturity (whether occurring by lapse of time or by
                  acceleration), at a fluctuating rate equal to the reference
                  rate from time to time in effect plus two percent (2%) per
                  annum,

with each change in the reference rate automatically and immediately changing
the rate thereafter applicable to the RR loans; PROVIDED, that in no event shall
the rate applicable to the RR loans after the maturity thereof be less than the
rate applicable thereto immediately after maturity.

         2B.11 INTEREST: FIXED-RATE LOANS -- The principal of and overdue
         interest on each fixed-rate loan shall bear interest computed (in
         accordance with subsection 8.10) and payable as follows:

                  (a) Prior to maturity each MM loan shall bear interest at a
                  rate equal to the money market rate in effect at the start of
                  the applicable contract period plus one-half of one percent
                  (1/2%) per annum.

                  (b) Prior to maturity each LIBOR loan shall bear interest at a
                  rate equal to the LIBO pre-margin rate in effect at the start
                  of the applicable contract period plus one-half of one percent
                  (1/2%) per annum.

                  (c) After maturity (whether occurring by lapse of time or by
                  acceleration), each fixed-rate loan shall bear interest
                  computed and payable in the same manner as in the case of RR
                  loans EXCEPT that in no event shall any fixed-rate loan bear
                  interest after maturity at a lesser rate than that applicable
                  thereto immediately after maturity.



                                      -5-
<PAGE>   11


                  (d) Interest on each fixed-rate loan shall be payable in
                  arrears on the last day of the contract period applicable
                  thereto and at maturity and, in the case of any contract
                  period having a longer term than

                           (i) ninety (90) days, in the case of any MM loan,
                           shall also be payable every ninety (90) days after
                           the first day of the contract period and

                           (ii) three months, in the case of any LIBOR loan,
                           shall also be payable every three (3) months after
                           the first day of the contract period.

         2B.12 DISBURSEMENT -- Bank shall, in the absence of Borrower's written
         instructions to the contrary, disburse the proceeds of each subject
         loan, in each case in immediately available funds, to Borrower's
         general checking account with Bank.

         2B.13 PREPAYMENTS -- Borrower may from time to time prepay the
         principal of the RR loans in whole or in part and may from time to time
         prepay the principal of any fixed-rate loan in whole or in part,
         subject to the following:

                  (a) Each prepayment of fixed-rate loans shall be applied
                  solely to a single fixed-rate loan, shall aggregate one
                  million dollars ($1,000,000) or any greater amount that is an
                  integral multiple of one hundred thousand dollars ($100,000)
                  or an amount equal to the then aggregate unpaid principal
                  balance thereof.

                  (b) Each prepayment of the RR loans may be made without
                  penalty or premium. Any prepayment of any fixed-rate loans
                  (regardless of the reason for the prepayment) shall be subject
                  to the payment of any indemnity required by section 6C.

                  (c) No prepayment shall of itself reduce the subject
                  commitment.

                  (d) Concurrently with each prepayment of a fixed-rate loan,
                  Borrower shall prepay the interest accrued on the prepaid
                  principal.

         2B.14    FIXED-RATE: UNAVAILABILITY -- If at any time

                  (a) Bank shall determine that dollar deposits of the relevant
                  amount for the relevant contract period are not available in
                  the London interbank eurodollar market (in the case of LIBOR
                  loans) or other market (in the case of MM loans) for the
                  purpose of funding the fixed-rate loan in question, or

                  (b) Bank shall determine that circumstances affecting that
                  market make it impracticable for Bank to ascertain the rate or
                  rates applicable to fixed-rate loans,

then and in each such case Bank shall, by written notice to Borrower, suspend
Borrower's right thereafter to obtain fixed-rate loans, which suspension shall
remain in effect until such time, if any, as Bank may give written notice to
Borrower that the condition giving rise to the suspension no longer prevails.



                                      -6-
<PAGE>   12


         2B.15 FIXED-RATE LOANS: ILLEGALITY -- If any governmental authority
         shall assert that it is unlawful for Bank to fund, make or maintain any
         fixed-rate loans,

                  (a) Bank shall give Borrower prompt written notice thereof and

                  (b) Borrower shall promptly pay in full the principal of and
                  interest on the fixed-rate loan in question and make the
                  reimbursement, if any, required by section 6C.

         2B.16 PRIOR LOANS -- Upon the execution and delivery of this Agreement,
         each of the prior loans outstanding on the date of this Agreement
         shall, subject to the terms and conditions of this Agreement, continue
         to be outstanding and shall be deemed an RR loan and shall bear
         interest accordingly until paid in full. Upon Borrowers' satisfaction
         of the conditions precedent set forth in section 4A, Bank shall return
         the short-term note and the term note, each marked "EXCHANGED", to
         Borrower.

3A. INFORMATION -- Borrower agrees that so long as the subject commitment
remains in effect and thereafter until all the subject indebtedness shall have
been paid in full, Borrower will perform and observe each of the following:

         3A.01 FINANCIAL STATEMENTS -- Borrower will furnish to Bank

                  (a) as soon as available (and in any event within forty-five
                  (45) days after the end of each month of each of Borrower's
                  fiscal years), balance sheets of the companies as at the end
                  of that period and their statements of cash flow, income and
                  surplus reconciliation for the year to the end of that period,
                  all prepared (but unaudited) on a consolidated net equity
                  basis, on a comparative basis with the prior year, in
                  accordance with the accounting principles used in preparing
                  Borrower's November 30, 1994 financial statements (released
                  December 13, 1994) heretofore furnished by Borrower to Bank,
                  and otherwise in form and detail reasonably satisfactory to
                  Bank,

                  (b) as soon as available (and in any event within one hundred
                  twenty (120) days after the end of each of Borrower's fiscal
                  years), a complete copy of the annual audit report (including
                  without limitation all financial statements of the companies
                  therein and notes thereto) of Borrower for that year which
                  shall be

                           (1) prepared on a consolidated basis, on a
                           comparative basis with the prior year, in accordance
                           with GAAP (EXCEPT as disclosed therein) and in form
                           and detail reasonably satisfactory to Bank and

                           (2) certified (without qualification as to GAAP,
                           except any qualification required as a result of the
                           non-disclosure of certain segment information about
                           Borrower's operations as required by Statement No. 14
                           of the Financial Accounting Standards Board) by Ernst
                           & Young or other independent certified public
                           accountants selected by Borrower and reasonably
                           satisfactory to Bank,



                                      -7-
<PAGE>   13


                  (c) concurrently with each delivery of financial statements
                  pursuant to clause (a) or (b), a certificate by Borrower's
                  chief financial officer

                           (1) certifying that to the best of the officer's
                           knowledge and belief, (A) those financial statements
                           fairly present in all material respects the financial
                           condition and results of operations of the companies
                           in accordance with GAAP subject, in the case of
                           interim financial statements, to routine year-end
                           audit adjustments and (B) no default under this
                           Agreement then exists or if any does, a brief
                           description of the default and Borrower's intentions
                           in respect thereof, and

                           (2) setting forth calculations indicating whether or
                           not the companies are in compliance with the general
                           financial standards of section 3B,

                  (d) promptly when filed (in final form) or sent, a copy of

                           (1) each registration statement, Form 10-K annual
                           report, Form 10-Q quarterly report, Form 8-K current
                           report or similar document, if any, filed by Borrower
                           with the Securities and Exchange Commission (or any
                           similar federal agency having regulatory jurisdiction
                           over Borrower's securities) and

                           (2) each proxy statement, annual report, certificate,
                           notice or other document sent by Borrower to the
                           holders of any of its securities (or any trustee
                           under any indenture which secures any of its
                           securities or pursuant to which such securities are
                           issued) and

                           (e) forthwith upon Bank's written request, such other
                           information about the financial condition, properties
                           and operations of the companies and their pension
                           plans as that Bank may from time to time reasonably
                           request.

         3A.02 NOTICE -- Borrower will cause its chief financial officer, or in
         his absence another officer designated by Borrower, to give Bank prompt
         written notice whenever any responsible officer of any company

                  (a) reasonably believes (or receives notice from any
                  governmental agency alleging) that any reportable event has
                  occurred in respect of any pension plan or that any company
                  has become in material non-compliance with any law or
                  governmental order referred to in subsection 3C.06 if
                  non-compliance therewith would materially and adversely affect
                  the financial condition, operations or properties of the
                  companies on a consolidated basis,

                  (b) receives from the Internal Revenue Service or any other
                  federal, state or local taxing authority any allegation of any
                  default by any company in the payment of any tax that is
                  material in amount or notice of any assessment in respect
                  thereof,



                                      -8-
<PAGE>   14


                  (c) learns there has been brought against any company before
                  any court, administrative agency or arbitrator any litigation
                  or proceeding which, if successful, might have a material,
                  adverse effect on the financial condition, operations or
                  properties of the companies on a consolidated basis,

                  (d) reasonably believes that any representation, warranty, or
                  other statement made by any person or entity (other than Bank)
                  in any related writing (other than any financial statement)
                  would, if made as of the time in question, be untrue or
                  incomplete in any material respect or

                  (e) reasonably believes that there has occurred or begun to
                  exist any other event, condition or thing that likely may have
                  a material, adverse effect on the financial condition,
                  operations or properties of the companies viewed on a
                  consolidated basis.

3B. GENERAL FINANCIAL STANDARDS -- Borrower agrees that so long as the subject
commitments remain in effect and thereafter until all of the subject
indebtedness shall have been paid in full, Borrower will observe each of the
following:

         3B.01 NET WORTH -- Borrower will not suffer or permit the consolidated
         net worth (exclusive of the cumulative foreign currency translation
         adjustment component thereof as reflected in Borrower's financial
         statements) of the companies at any time to be less than sixty million
         dollars ($60,000,000).

         3B.02 LEVERAGE -- Borrower will not suffer or permit

                  (a) the total liabilities of the companies at any time to
                  exceed an amount equal to seventy-five percent (75%) of the
                  net worth of the companies, all as determined on a
                  consolidated basis, or

                  (b) the total liabilities of Borrower (including only those of
                  Borrower and excluding those of its subsidiaries) at any time
                  to exceed an amount equal to fifty-two percent (52%) of
                  Borrower's net worth.

         3B.03 WORKING CAPITAL -- Borrower will not suffer or permit

                  (a) the companies' current assets, as determined on a
                  consolidated basis, less the companies' current liabilities,
                  as determined on a consolidated basis, at any time to fall
                  below eighteen million dollars ($18,000,000) or

                  (b) Borrower's current assets (exclusive of those of its
                  subsidiaries) less Borrower's current liabilities (exclusive
                  of those of its subsidiaries) at any time to fall below
                  thirteen million dollars ($13,000,000).

         3B.04 PRETAX INTEREST COVERAGE -- Borrower will not suffer or permit
         the aggregate, determined as of the last day each fiscal year
         (commencing with the present fiscal year), of



                                      -9-
<PAGE>   15


                  (a) the net income of the companies for that fiscal year plus

                  (b) the aggregate interest expense of the companies for that
                  fiscal year plus

                  (c) the aggregate federal, state and local income taxes of the
                  companies for that fiscal year to be less than an amount equal
                  to three hundred percent (300%) of the aggregate interest
                  expense of the companies for that fiscal year, all as
                  determined on a consolidated basis.

3C. AFFIRMATIVE COVENANTS -- Borrower agrees that so long as the subject
commitments remain in effect and thereafter until all of the subject
indebtedness shall have been paid in full, Borrower will perform and observe,
and will cause each subsidiary to perform and observe, each of the following
provisions on their respective parts to be complied with, namely:

         3C.01 TAXES -- Each company will pay in full

                  (a) prior in each case to the date when penalties for the
                  nonpayment thereof would attach, all taxes, assessments and
                  governmental charges and levies for which it may be or become
                  subject and

                  (b) prior in each case to the date the claim would become
                  delinquent for non-payment, all other lawful claims (whatever
                  their kind or nature);

         PROVIDED, that no item need be paid so long as and to the extent that
         it is contested in good faith and by timely and appropriate proceedings
         which are effective to stay enforcement thereof as well as the
         imposition of any lien or charge upon its property.

         3C.02 FINANCIAL RECORDS -- Each company will at all times keep true and
         complete financial records in accordance with GAAP and, without
         limiting the generality of the foregoing, make appropriate accruals to
         reserves for estimated and contingent losses and liabilities. Each
         fiscal year of each company shall commence on January 1 of a calendar
         year and conclude on December 31 of the same calendar year.

         3C.03 VISITATION -- Each company will permit Bank at all reasonable
         times, upon reasonable advance notice, except in the case of an
         emergency,

                  (a) to visit and inspect that company's properties and examine
                  its financial records and to make copies of and extracts from
                  such records and

                  (b) to consult with that company's directors, officers,
                  employees (with an officer of the company present, provided
                  that the company shall furnish such an officer promptly after
                  receipt of the aforementioned advance notice), accountants,
                  actuaries, trustees and plan administrators in respect of its
                  financial condition, properties and operations and the
                  financial condition of its pension plans, each of which
                  parties is hereby authorized to make such information
                  available to Bank to the same extent that it would to that
                  company.

         3C.04 INSURANCE -- Each company will



                                      -10-
<PAGE>   16


                  (a) keep itself and all of its insurable properties insured at
                  all times to such extent, with such deductibles, by such
                  insurers and against such hazards and liabilities as is
                  generally and prudently done by other business enterprises
                  respectively similar to the companies and

                  (b) forthwith upon Bank's written request, cause an
                  appropriate officer to deliver to each of Bank a certificate
                  setting forth, in form and detail satisfactory to Bank, such
                  information about that insurance, all as Bank may from time to
                  time reasonably request.

         3C.05 CORPORATE EXISTENCE -- Each company will at all times maintain
         its corporate existence, rights and franchises; PROVIDED, that this
         subsection shall not prevent any dissolution and liquidation of any
         subsidiary or any merger or consolidation permitted by subsection
         3D.01.

         3C.06 COMPLIANCE WITH LAW -- Each company will comply with all laws
         (whether federal, state or local and whether statutory, administrative
         or judicial or other) and with every lawful governmental order (whether
         administrative or judicial) and will, without limiting the generality
         of the foregoing,

                  (a) use and operate all of its facilities and properties in
                  material compliance with all environmental laws and handle all
                  hazardous materials in material compliance therewith; keep in
                  full effect each permit, approval, certification, license or
                  other authorization required by any environmental law for the
                  conduct of any material portion of its business; and comply in
                  all other material respects with all environmental laws;

                  (b) make a full and timely payment of premiums required by
                  ERISA and perform and observe all such further and other
                  requirements of ERISA such that no default under ERISA shall
                  occur or begin to exist and

                  (c) comply with all material requirements of all occupational
                  health and safety laws;

         PROVIDED, that this subsection shall not apply to any of the foregoing

                  (i) if and to the extent that the same shall be contested in
                  good faith by timely and appropriate proceedings which are
                  effective to stay enforcement thereof and against which
                  appropriate reserves shall have been established or

                  (ii) in any other case so long as no default under this
                  agreement would occur or begin to exist if the maximum
                  liability of all such items (including, without limitation,
                  those referred to in clause (i)) were reflected in Borrower's
                  consolidated balance sheet as a current liability.

         3C.07 PROPERTIES -- Each company will maintain all fixed assets
         necessary to its continuing operations in good working order and
         condition, ordinary wear and tear excepted.




                                      -11-
<PAGE>   17

3D. NEGATIVE COVENANTS -- Borrower agrees that so long as the subject
commitments remain in effect and thereafter until all of the subject
indebtedness shall have been paid in full, Borrower will observe, and will cause
each subsidiary to observe, each of the following provisions on their respective
parts to be complied with, namely:

         3D.01 EQUITY TRANSACTIONS -- No company will

                  (a) be a party to any merger or consolidation, PROVIDED, that
                  if no default under this agreement shall then exist and if
                  none would thereupon begin to exist, this clause (a) shall not
                  apply to any merger or consolidation involving only
                  subsidiaries, any merger involving Borrower in which Borrower
                  is the surviving corporation, or any dissolution and
                  liquidation of a subsidiary, or

                  (b) lease as lessor, sell, sell-leaseback or otherwise
                  transfer (whether in one transaction or a series of
                  transactions) all or any substantial part of its fixed assets
                  EXCEPT chattels that shall have become obsolete or no longer
                  useful in its present business.

         3D.02 CREDIT EXTENSIONS -- No company will

                  (a) make or keep any investment in any notes, bonds or other
                  obligations of any kind for the payment of money or make or
                  have outstanding at any time any advance or loan to anyone or

                  (b) be or become a guarantor of any kind;

         PROVIDED, that this subsection shall not apply to

                  (i) any existing or future advance made to an officer or
                  employee of any company solely for the purpose of paying
                  ordinary and reasonable business expenses of that company,

                  (ii) any existing or future investment in direct obligations
                  of the United States of America or any agency thereof, in
                  certificates of deposit issued by Bank, or in any other
                  money-market investment if it carries the highest quality
                  rating of any nationally-recognized rating agency, PROVIDED,
                  that no investment permitted by this clause (ii) shall mature
                  more than ninety (90) days after the date when made,

                  (iii any existing investment, advance, loan or guaranty fully
                  disclosed in Borrower's most recent 4A.02 financial statements
                  or in the supplemental schedule,

                  (iv) any endorsement of a check or other medium of payment for
                  deposit or collection, or any similar transaction in the
                  normal course of business,

                  (v) any existing or future investment, advance or loan,
                  PROVIDED that after giving effect thereto the aggregate amount
                  of all investments, advances and loans



                                      -12-
<PAGE>   18


                  (exclusive of investments, advances and loans permitted under
                  clauses (i), (ii) and (iii) of this subsection 3D.02) made by
                  any one or more of the companies would not at any time exceed
                  an amount equal to fifteen million dollars ($15,000,000),

                  (vi) any existing or future guaranty by a company of any
                  liability owing by another company, or

                  (vii) any existing or future guaranty, PROVIDED that after
                  giving effect thereto, the maximum aggregate amount of all
                  liabilities incurred by any one or more of the companies
                  pursuant to any one or more guaranties (exclusive of
                  guaranties permitted by clauses (iii), (iv) and (vi) of this
                  subsection 3D.02) would not at any time exceed an amount equal
                  to ten million dollars ($10,000,000).

         3D.03 LIENS, LEASES -- No company will

                  (a) ease any property as lessee or acquire or hold any
                  property subject to any land contract, inventory consignment
                  or other title retention contract,

                  (b) ell or otherwise transfer any receivables, whether with or
                  without recourse, except for any sale of receivables
                  classified as bad debts in accordance with GAAP and which, in
                  the aggregate, are in an amount that is immaterial in relation
                  to the seller's aggregate receivables, or

                  (c) suffer or permit any property now owned or hereafter
                  acquired by it to be or become encumbered by any mortgage,
                  security interest, lien or financing statement;

         PROVIDED, that this subsection shall not apply to

                  (i) any tax lien, or any lien securing workers' compensation
                  or unemployment insurance obligations, or any mechanic's,
                  carrier's or landlord's lien, or any lien arising under ERISA,
                  or any security interest arising under article four (Bank
                  deposits and collections) or five (letters of credit) of the
                  Uniformly Commercial Code, or any similar security interest or
                  other lien, EXCEPT that this clause (i) shall apply only to
                  security interests and other liens arising by operation of law
                  (whether statutory or common law) and in the ordinary course
                  of business and shall not apply to any security interest or
                  other lien that secures any indebtedness for borrowed money or
                  any Guaranty thereof or any obligation that is in material
                  default in any manner (other than any default contested in
                  good faith by timely and appropriate proceedings effective to
                  stay enforcement of the security interest or other lien in
                  question),

                  (ii) zoning or deed restrictions, public utility easements,
                  minor title irregularities and similar matters having no
                  adverse effect as a practical matter on the ownership or use
                  of any of the property in question,

                  (iii) any lien securing or given in lieu of surety, stay,
                  appeal or performance bonds, or securing performance of
                  contracts or bids (other than contracts for the



                                      -13-
<PAGE>   19


                  payment of money borrowed), or deposits required by law or
                  governmental regulations or by any court order, decree,
                  judgment or rule or as a condition to the transaction of
                  business or the exercise of any right, privilege or license,
                  EXCEPT that this clause (iii) shall not apply to any lien or
                  deposit securing an obligation that is in material default in
                  any manner (other than any default contested in good faith by
                  timely and appropriate proceedings effective to stay
                  enforcement of the security interest or other lien in
                  question),

                  (iv) any mortgage, security interest or other lien securing
                  only the subject indebtedness,

                  (v) any mortgage, security interest, capitalized lease, or
                  other lien (each, a "purchase money security interest") which
                  is created or assumed in purchasing, constructing or improving
                  any real property or equipment or to which any such property
                  is subject when purchased, PROVIDED, that (A) the purchase
                  money security interest shall be confined to the aforesaid
                  property, (B) the indebtedness secured thereby does not exceed
                  the total cost of the purchase, construction or improvement
                  and (C) any such indebtedness, if repaid in whole or in part,
                  cannot be reborrowed,

                  (vi) any lease other than any capitalized lease (it being
                  agreed that a capitalized lease is a lien rather than a lease
                  for the purposes of this Agreement),

                  (vii) any mortgage, security interest or other lien which (A)
                  is fully disclosed in Borrower's most recent 4A.02 financial
                  statements or in the supplemental schedule and (B) secures
                  only indebtedness that is fully disclosed in Borrower's most
                  recent 4A.02 financial statements or in the supplemental
                  schedule or any renewal or refinancing of any such
                  indebtedness if and to the extent that the renewal or
                  refinancing does not increase the then amount of the
                  indebtedness renewed or refinanced,

                  (viii) any mortgage, security interest or other lien (other
                  than any purchase money security interest) which encumbers any
                  fixed asset of any corporation or other business entity that
                  is not a subsidiary on the date of this Agreement but which
                  becomes, by acquisition, a subsidiary of any company after the
                  date of this Agreement, but only if (A) the mortgage, security
                  interest or other lien in question encumbered the fixed asset
                  in question at the time such subsidiary is acquired and (B)
                  the aggregate amount of all indebtedness secured by mortgages,
                  security interests and other liens permitted by this clause
                  (viii) does not at any time exceed an amount equal to five
                  million dollars ($5,000,000) (or the equivalent thereof if not
                  denominated in U.S. dollars) at any one time outstanding,

                  (ix) any mortgage, security interest or other lien not
                  otherwise permitted under his subsection 3D.03 provided that
                  the aggregate amount of all indebtedness secured by mortgages,
                  security interests and other liens permitted by this clause
                  (ix) does not at any time exceed an amount equal to two
                  million dollars



                                      -14-
<PAGE>   20


                  ($2,000,000) (or the equivalent thereof if not denominated in
                  U. S. dollars) at any one time outstanding, or

                  (viii) any financing statement perfecting a security interest
                  that would be permissible under this subsection.

         3D.04 DIVIDENDS -- Borrower will not make or commit itself to make any
         distribution to its shareholders at any time if any default under this
         agreement shall then exist or would thereupon occur, nor will Borrower
         at any time make any distribution other than any dividend payable
         solely in cash.

4A. CLOSING -- Prior to or at the execution and delivery of this Agreement
Borrower shall have complied or caused compliance with each of the following:

         4A.01 SUBJECT NOTE --Borrower shall have executed and delivered a
         subject note to Bank in accordance with subsection 213.01.

         4A.02 FINANCIAL STATEMENTS -- Borrower shall have furnished to Bank at
         least one true and complete copy of each of the following: Borrower's
         annual audit report (including, without limitation, all financial
         statements therein and notes thereto and the accompanying accountants'
         certificate) prepared as at December 31, 1993 and annual audit reports
         for each of Borrower's two next preceding fiscal years (each having
         been certified by Ernst & Young) and Borrower's unaudited interim
         financial statements prepared as at November 30, 1994. 4A.03
         DOCUMENTATION FEE -- Borrower shall pay Bank a documentation fee of
         five thousand dollars ($5000).

4B. WARRANTIES -- Subject only to such exceptions, if any, as may be set forth
in the supplemental schedule or in Borrower's most recent 4A.02 financial
statements, Borrower represents and warrants as follows:

         4B.01 EXISTENCE -- Borrower is a duly organized and validly existing
         Ohio corporation in good standing. Exhibit D sets forth, as of the date
         of this Agreement, the name of each of Borrower's subsidiaries, the
         address of its chief executive office and the jurisdiction in which it
         is incorporated. Each subsidiary is a duly organized and validly
         existing corporation in good standing where incorporated, and all of
         its outstanding stock is fully paid and non-assessable and owned by
         Borrower free from any security interest, option, equity or other right
         of any kind except to the extent, if any, set forth in Exhibit D. Each
         company is duly qualified to transact business in each state or other
         jurisdiction in which it owns or leases any real property or in which
         the nature of the business conducted makes such qualification necessary
         or, if not so qualified, such failure to qualify will have no material
         adverse effect upon the financial condition of the companies and their
         ability to transact business, all on a consolidated basis.

         4B.02 GOVERNMENTAL RESTRICTIONS -- No registration with or approval of
         any governmental agency of any kind is required on the part of any
         company for the due execution and delivery or for the enforceability of
         this Agreement or any related writing.



                                      -15-
<PAGE>   21


         4B.03 CORPORATE AUTHORITY -- Borrower has requisite corporate power and
         authority to enter into this Agreement and to obtain subject loans in
         accordance with this Agreement. Each officer executing and delivering
         this Agreement or any related writing on behalf of Borrower has in each
         case been duly authorized by that company to do so. Neither any such
         execution and delivery nor any performance and observance by Borrower
         of such of the respective provisions of this Agreement and those
         related writings as are on its part to be complied with will violate
         any existing provision in its articles of incorporation, regulations or
         by-laws or any applicable law or violate or otherwise constitute a
         default under any contract or other obligation now existing and binding
         upon Borrower. This Agreement and each such related writing will, upon
         the execution and delivery thereof, become a valid and binding
         obligation enforceable against Borrower subject, however, to any
         applicable insolvency or Bankruptcy law and general principles of
         equity.

         4B.04 LITIGATION -- No litigation or proceeding is pending against any
         company before any court, administrative agency or arbitrator which
         could reasonably be expected to, if successful, have a material adverse
         effect on the companies on a consolidated basis.

         4B.05 TAXES -- Each company has filed all federal, state and local tax
         returns which are required to be filed by it and paid all taxes due as
         shown thereon (EXCEPT to the extent, if any, permitted by subsection
         3C.01). The Internal Revenue Service has audited Borrower's tax returns
         through the year ended December 31, 1989, and, as of the date of this
         Agreement, is in the process of auditing Borrower's tax returns through
         the year ended December 31, 1992, and has not alleged any material
         default by any company in the payment of any tax material in amount or
         threatened to make any assessment in respect thereof which has not been
         reflected in Borrower's most recent 4A.02 financial statements.

         4B.06 TITLE -- The companies have good and marketable title to all
         assets reflected in Borrower's most recent 4A.02 financial statements
         EXCEPT for changes resulting from transactions in the ordinary course
         of business. All such assets are clear of any mortgage, security
         interest or other lien of any kind other than any permitted by
         subsection 3D.04.

         4B.07 LAWFUL OPERATIONS -- Except if and to the extent that
         non-compliance would not have a material adverse effect on the
         financial condition, operations or properties of the companies on a
         consolidated basis, each company's operations have at all relevant
         times been and continue to be in compliance with all requirements
         imposed by law, whether federal, state or local, whether statutory,
         regulatory or other, including (without limitation) ERISA, all
         environmental laws and occupational safety and health laws and all
         zoning ordinances. Without limiting the generality of the foregoing,

                  (a) no condition exists at, on or under any facility or other
                  property now or previously owned by any company which would
                  give rise to any material liability under any environmental
                  law; and no company has received any notice from any
                  governmental agency, court or anyone else to the effect that
                  (i) such company is a potentially responsible party for any
                  clean-up of any environmental waste site, the cost of which
                  clean-up would be material, (ii) such company is in material



                                      -16-
<PAGE>   22


                  violation of any environmental permit or law or (iii) any
                  property at any time owned or operated by that company has
                  been placed on any registry of solid or hazardous waste
                  disposal site, unless the placement of that property on such
                  registry is unlikely to result in a material liability on the
                  part of that company; and

                  (b) no material accumulated funding deficiency exists in
                  respect of any of the companies' pension plans; and no
                  reportable event has occurred in respect of any such plan
                  which is continuing and which constitutes grounds either for
                  termination of the plan or for court appointment of a trustee
                  for the administration thereof.

         4B.08 INSURANCE -- The companies' insurance coverage complies with the
         standards set forth in subsection 3C.04.

         4B.09 FINANCIAL STATEMENTS -- Each of the financial statements referred
         to in subsection 4A.02 has been prepared in accordance with generally
         accepted accounting principles applied on a basis consistent with those
         used by it during its then next preceding full fiscal year EXCEPT to
         the extent, if any, specifically noted therein and fairly presents in
         all material respects (subject to routine year-end audit adjustments in
         the case of the unaudited financial statements) the consolidated
         financial condition of the companies as of the date thereof (including
         a full disclosure of material contingent liabilities, if any) and the
         consolidated results of their operations, if any, for the fiscal period
         then ending. There has been no material adverse change in the financial
         condition, properties or business of the companies viewed on a
         consolidated basis since the date of Borrower's most recent 4A.02
         financial statements nor any change in their accounting procedures
         since the end of Borrower's latest full fiscal year covered by those
         statements.

         4B.10 DEFAULTS -- No default under this agreement exists, nor will any
         exist immediately after the execution and delivery of this Agreement.

5A. EVENTS OF DEFAULT -- Each of the following shall constitute an event of
default hereunder:

         5A.01 PAYMENTS -- If (a) any debt (other than any principal of any
         subject loan or any debt payable on demand), including, without
         limitation, any subject indebtedness, shall not be paid in full
         promptly when the same becomes due and shall remain unpaid for ten (10)
         consecutive days thereafter, (b) any principal of any subject loan
         shall not be paid in full promptly when the same becomes due or (c) any
         debt payable on demand shall not be paid in full promptly within ten
         (10) consecutive days after any actual demand for payment therefor.

         5A.02 WARRANTIES -- If any representation, warranty or statement made
         in this Agreement or in any related writing referred to in subsection
         4A shall be false or erroneous in any material respect; or if any
         representation, warranty or statement hereafter made by or on behalf of
         any company in any related writing not referred to in section 4A shall
         be false or erroneous in any material respect.



                                      -17-
<PAGE>   23


         5A.03 COVENANTS WITHOUT GRACE -- If any company shall fail or omit to
         perform or observe any provision in sections 3A, 3B or 3D or in
         subsections 3C.02, 3C.03 or 3C.05.

         5A.04 COVENANTS WITH GRACE -- If anyone (other than Bank) shall fail or
         omit to perform and observe any agreement (other than those referred to
         in subsections 5A.01 or 5A.03) contained in this Agreement or any
         related writing that is on its part to be complied with, and that
         failure or omission shall not have been fully corrected within thirty
         (30) days after the giving of written notice to Borrower by Bank that
         it is to be remedied.

         5A.05 CROSS-DEFAULT -- If any indebtedness (other than the subject
         indebtedness) of any company for borrowed money (regardless of
         maturity) or any of its funded indebtedness shall be or become "in
         default" (as defined below) EXCEPT any indebtedness if and only so long
         as the aggregate unpaid principal balance of all such indebtedness in
         default does not exceed five million dollars ($5,000,000) at any one
         time outstanding. In this subsection, ` fa t means that (a) there shall
         have occurred (or shall exist) in respect of the indebtedness in
         question (either as in effect at the date of this Agreement or as in
         effect at the time in question) any event, condition or other thing
         which constitutes, or which with the giving of notice or the lapse of
         any applicable grace period or both would constitute, a default which
         accelerates (or permits any creditor or creditors or representative or
         creditors to accelerate) the maturity of any such indebtedness; or (b)
         any such indebtedness (other than any payable on demand) shall not have
         been paid in full at its stated maturity; or (c) any such indebtedness
         payable on demand shall not have been paid in full within ten (10)
         banking days after any actual demand for payment.

         5A.06 JUDGMENTS/ERISA DEFAULTS -- If at any time (a) the aggregate of
         all undischarged final judgments (excluding any judgments the execution
         of which, on the date of determination, are effectively stayed) against
         the companies or any thereof for the payment of money shall exceed an
         amount equal to five million dollars ($5,000,000), or (b) the aggregate
         of all liabilities of the companies or any thereof arising from
         defaults under ERISA, shall exceed an amount equal to five million
         dollars ($5,000,000).

         5A.07 OWNERSHIP -- If any person or group of persons (as those terms
         are defined in sections 13 and 14 of the Securities Exchange Act of
         1934, as amended), other than those persons identified as officers or
         directors of Borrower in Borrower's 1993 annual report (or their
         respective immediate family members, heirs, devisees, legatees, or
         trusts for the benefit of any of the foregoing), shall at any time have
         or acquire beneficial ownership (within the meaning of Rule 13d 3
         promulgated by the Securities and Exchange Commission under the
         aforementioned act) of shares constituting fifty percent (50%) or more
         of the outstanding equity securities of Borrower.

         5A.08 SOLVENCY -- If (a) any company shall discontinue operations, or
         (b) any company shall commence any insolvency action of any kind or
         admit (by answer, default or otherwise) the material allegations of, or
         consent to any relief requested in, any insolvency action of any kind
         commenced against that company by its creditors or any



                                      -18-
<PAGE>   24


         thereof, or (c) any creditor or creditors shall commence against any
         company any insolvency action of any kind which shall remain in effect
         (neither dismissed nor stayed) for thirty (30) consecutive days.

5B. EFFECTS OF DEFAULT -- Notwithstanding any contrary provision or inference in
this Agreement or in any related writing:

         5B.01 OPTIONAL DEFAULTS -- If any event of default referred to in
         subsection 5A.01 through 5A.07, both inclusive, shall occur and be
         continuing, Bank shall have the right in its discretion, by giving
         written notice to Borrower,

                  (a) to terminate the subject commitment (if not already
                  expired or reduced to zero pursuant to section 2A or
                  terminated pursuant to this section) and Bank shall have no
                  obligation thereafter to grant any subject loan to Borrower,
                  and

                  (b) to accelerate the maturity of all of Borrower's debt to
                  Bank (other than debt, if any, already due and payable), and
                  all such debt shall thereupon become and thereafter be
                  immediately due and payable in full without any presentment or
                  demand and without any further or other notice of any kind,
                  all of which are hereby waived by Borrower.

         5B.02 AUTOMATIC DEFAULTS -- If any event of default referred to in
         subsection 5A.08 shall occur,

                  (a) the subject commitment shall automatically and immediately
                  terminate (if not already expired or reduced to zero pursuant
                  to section 2A or terminated pursuant to this section) and Bank
                  shall have no obligation thereafter to grant any subject loan
                  to Borrower, and

                  b all of Borrower's debt to Bank other than debt if an alread
                  due and payable) shall thereupon become and thereafter be
                  immediately due and payable in full, all without any
                  presentment, demand or notice of any kind, which are hereby
                  waived by Borrower.

         5B.03 OFFSETS -- If there shall occur or exist any default under this
         Agreement referred to in subsection 5A.08, then, so long as that
         default under this Agreement exists, Bank shall have the right at any
         time to set off against and to appropriate and apply toward the payment
         of the subject indebtedness then owing to it, whether or not the same
         shall then have matured, any and all deposit balances then owing by
         Bank to or for the credit or account of Borrower, all without notice to
         or demand upon Borrower, all such notices and demands being hereby
         expressly waived.

6A. INDEMNITY: STAMP TAXES -- Borrower will pay all stamp taxes and similar
taxes, if any, including interest and penalties, if any, payable in respect of
the issuance of the subject indebtedness.

6B. INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS -- If



                                      -19-
<PAGE>   25


         (a) there shall be introduced or changed any treaty, statute,
         regulation or other law, or there shall be made any change in the
         interpretation or administration thereof, or there shall be made any
         request from any central bank or other lawful governmental authority,
         the effect of any of which events shall be to (1) impose, modify or
         deem applicable any reserve or special deposit requirements against
         assets held by or deposits in or loans by any national banking
         association (whether or not applicable to Bank) or by Bank or (2)
         subject Bank to any tax, duty, fee, deduction or withholding or (3)
         change the basis of taxation of payments due to Bank from Borrower
         (otherwise than by a change in taxation of Bank's overall net income)
         or (4) impose on Bank any penalty in respect of any fixed-rate loans
         and

         (b) in Bank's sole opinion any such event (1) increases (or, if the
         event were applicable to Bank, would increase) the cost of making,
         funding or maintaining any fixed-rate loan or (2) reduces the amount of
         any payment to be made to Bank in respect of the principal or interest
         on any fixed-rate loan or other payment under this Agreement, then and,
         in each such case, Borrower shall, within fifteen (15) days of Bank's
         demand, pay Bank an amount equal to each such cost increase or reduced
         payment, as the case may be.

6C. INDEMNITY: FUNDING COSTS -- Borrower agrees to indemnify Bank against any
loss relating in any way to its funding of any fixed-rate loan paid before its
stated maturity (whether a prepayment or a payment following any acceleration of
maturity) and to pay Bank, as liquidated damages for any such loss, an amount
(discounted to the present value in accordance with standard financial practice
at a rate equal to the treasury yield) equal to interest computed on the
principal payment from the payment date to the respective stated maturities
thereof at a rate equal to the difference of the contract rate less the treasury
yield, all as determined by Bank in its reasonable discretion. TREASURY YIELD
means the annual yield on direct obligations of the United States having a
principal amount and maturity similar to that of the principal being paid.

6D. CREDIT REQUESTS -- Whenever Borrower shall revoke any credit request for a
fixed-rate loan, or shall for any other reason fail to borrow pursuant thereto
or otherwise comply therewith, or shall fail to honor any prepayment notice,
then, in each case on Bank's demand, Borrower shall pay Bank such amount as will
compensate it for any loss, cost or expense incurred by it by reason of its
liquidation or reemployment of deposits or other funds.

6E. INDEMNITY: UNFRIENDLY TAKEOVERS -- Borrower agrees to indemnify Bank and
hold Bank harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind (including, without limitation, the reasonable
fees and disbursements of counsel in connection with any investigative,
administrative or judicial proceeding, whether or not Bank shall be designated a
party thereto) which may be incurred by Bank relating to or arising out of any
actual or proposed use of proceeds of the subject loans in connection with the
financing of an acquisition of any corporation or other business entity,
PROVIDED that Bank shall have no right to be indemnified hereunder for its own
gross negligence or willful misconduct as determined by a court of competent
jurisdiction.

6F. INDEMNITY: CAPITAL REQUIREMENTS -- If



                                      -20-
<PAGE>   26


         (a) at any time any governmental authority shall require National City
         Corporation or Bank, whether or not the requirement has the force of
         law, to maintain, as support for the subject commitment, capital in a
         specified minimum amount that either is not required or is greater than
         that required at the date of this Agreement, whether the requirement is
         implemented pursuant to the "risk-based capital guidelines" (published
         at 12 CFR 3 in respect of "national banking associations", 12 CFR 208
         in respect of "state member banks" and 12 CFR 225 in respect of "bank
         holding companies") or otherwise, and

         (b) as a result thereof the rate of return on capital of National City
         Corporation or Bank or both (taking into account their then policies as
         to capital adequacy and assuming full utilization of their capital)
         shall be directly or indirectly reduced by reason of any new or added
         capital thereby allocable to the subject commitment, then, and in each
         such case, Borrower shall, within fifteen (15) days of Bank's demand,
         pay Bank as an additional fee such amounts as will in Bank's reasonable
         opinion reimburse National City Corporation and Bank for any such
         reduced rate of return.

6G. INDEMNITY: COLLECTION COSTS -- If any event of default shall occur and shall
be continuing, Borrower will pay Bank such further amounts, to the extent
permitted by law, as shall cover Bank's costs and expenses (including, without
limitation, the reasonable fees, interdepartmental charges and disbursements of
its counsel) incurred in collecting the subject indebtedness or in otherwise
enforcing its rights and remedies in respect thereof.

6H. CERTIFICATE FOR INDEMNIFICATION -- Each demand by Bank: for payment pursuant
to section 6A, 613, 6C, 6D, 6E, 6F or 6G shall be accompanied by a certificate
setting forth the reason for the payment, the amount to be paid, and the
computations and assumptions in determining the amount, which certificate shall
be presumed to be correct in the absence of manifest error. In determining the
amount of any such payment, Bank may use reasonable averaging and attribution
methods.

7. PARTICIPATION -- Bank shall have the right at any time and from time to time
to sell to any person participations in all or part of the subject loans and the
related writings and this Agreement or any thereof. The provisions of sections
6A, 6B, 6C, 6D, 6E, 6F and 6G shall inure to the benefit of each purchaser of a
participation, provided that each such participant shall look solely to the
seller of its participation for those benefits and Borrower's liabilities, if
any, under any of sections 6A, 613, 6C, 6D, 6E, 6F and 6G shall not be increased
as a result of the sale of any such participation. In addition to, and not in
limitation of, the foregoing, each such participant shall have the right of
setoff in respect of its beneficial interest in amounts owing under the related
writings and this Agreement or any thereof to the same extent as if the
participant's beneficial interest were a legal interest.

8. INTERPRETATION -- This Agreement and the related writings shall be governed
by the following provisions:

         8.01 WAIVERS -- Bank may from time to time in its discretion grant
         Borrower waivers and consents in respect of this Agreement or any
         related writing or assent to amendments thereof, but no such waiver,
         consent or amendment shall be binding upon Bank unless specifically
         granted by Bank in writing, which writing shall be strictly



                                      -21-
<PAGE>   27


         construed. Without limiting the generality of the foregoing, Borrower
         agrees that no course of dealing in respect of, nor any omission or
         delay in the exercise of, any right, power or privilege by Bank shall
         operate as a waiver thereof, nor shall any single or partial exercise
         thereof preclude any further or other exercise thereof or of any other,
         as each such right, power or privilege may be exercised either
         independently or concurrently with others and as often and in such
         order as Bank may deem expedient.

         8.02 CUMULATIVE PROVISIONS -- Each right, power or privilege specified
         or referred to in this Agreement or any related writing is in addition
         to and not in limitation of any other rights, powers and privileges
         that Bank may otherwise have or acquire by operation of law, by other
         contract or otherwise.

         8.03 BINDING EFFECT -- The provisions of this Agreement and the related
         writings shall bind and benefit Borrower and Bank and their respective
         successors and assigns, including each subsequent holder, if any, of
         the subject notes or any thereof; PROVIDED, that no person or entity
         other than Borrower may obtain subject loans; and PROVIDED, further,
         that neither any holder of any subject note or assignee of any subject
         loan, whether in whole or in part, shall thereby become obligated
         thereafter to grant Borrower any subject loan.

         8.04 SURVIVAL OF PROVISIONS -- All representations and warranties made
         in or pursuant to this Agreement or any related writing shall survive
         the execution and delivery of this Agreement and the subject notes. The
         provisions of sections 6A, 613, 6C, 6D, 6E and 6F shall survive the
         payment of the subject indebtedness.

         8.05 IMMEDIATE U.S. FUNDS -- Any reference to money is a reference to
         lawful money of the United States of America which, if in the form of
         credits, shall be in immediately available funds.

         8.06 CAPTIONS -- The several captions to different sections and
         subsections of this Agreement are inserted for convenience only and
         shall be ignored in interpreting the provisions thereof.

         8.07 SUBSECTIONS -- Each reference to a section includes a reference to
         all subsections thereof (i.e., those having the same character or
         characters to the left of the decimal point) EXCEPT where the context
         clearly does not so permit.

         8.08 ILLEGALITY -- If any provision in this Agreement or any related
         writing shall for any reason be or become illegal, void or
         unenforceable, that illegality, voidness or unenforceability shall not
         affect any other provision.

         8.09 OHIO LAW -- This Agreement and the related writings and the
         respective rights and obligations of the parties hereto shall be
         construed in accordance with and governed by internal Ohio law.

         8.10 INTEREST/FEE COMPUTATIONS -- All interest and all fees for any
         given period shall accrue on the first day thereof but not on the last
         day thereof and in each case shall be computed on the basis of a
         360-day year and the actual number of days elapsed.



                                      -22-
<PAGE>   28


         In no event shall interest accrue at a higher rate than the maximum
         rate, if any, permitted by 1aw.

         8.11 NOTICE -- A notice to or request of Borrower shall be deemed to
         have been given or made under this Agreement or any related writing
         either upon the delivery of a writing to that effect (either in person
         or by transmission of a telecopy) to an officer of Borrower or five (5)
         days after a writing to that effect shall have been deposited in the
         United States mail and sent, with postage prepaid, by registered or
         certified mail, properly addressed to Borrower (Attention: chief
         financial officer). No other method of actually giving actual notice to
         or making a request of Borrower is hereby precluded. Every notice
         required to be given to Bank pursuant to this Agreement or any related
         writing shall be delivered (either in person or by transmission of a
         telecopy) to an account officer of Bank. A notice or request by mail is
         properly addressed to a party when addressed to it at the address set
         forth opposite its signature below or at such other address as that
         party may furnish to each of the others in writing for that purpose. A
         telecopy is transmitted to a party when transmitted to the telecopy
         number set forth opposite that party's signature below (or at such
         other telecopy number as that party may furnish to the other in writing
         for that purpose).

         8.12 ACCOUNTING TERMS -- Any accounting term used in this Agreement
         shall have the meaning ascribed thereto by GAAP subject, however, to
         such modification, if any, as may be provided by section 9 or elsewhere
         in this Agreement.

         8.13 ENTIRE AGREEMENT -- This Agreement and the related writings
         referred to in or otherwise contemplated by this Agreement set forth
         the entire agreement of the parties as to the transactions contemplated
         by this Agreement.

         8.14 WAIVER OF JURY TRIAL -- The parties acknowledge and agree that any
         controversy that may arise under this Agreement and the related
         writings would involve difficult and complex issues and therefore agree
         that any law suit growing out of or incidental to any such controversy
         will be tried in a court of competent jurisdiction by a judge sitting
         without a jury.

         8.15 LATE CHARGE; APPLICATION OF PAYMENTS -- If Borrower fails to pay
         any amount due hereunder, or any fee in connection herewith, in full
         within ten (10) days after its due date, Borrower will, in each case,
         incur and shall pay a late charge equal to the greater of twenty
         dollars ($20.00) or five percent (5%) of the unpaid amount. The payment
         of a late charge will not cure or constitute a waiver of any event of
         default under this Agreement. Except as otherwise agreed in writing,
         payments will be applied first to accrued but unpaid interest and fees,
         in that order, on an invoice by invoice basis in the order of their
         respective due dates, until paid in full, then to late charges and then
         to principal.

         8.16 CONFIDENTIALLY -- Bank agrees that if that it obtains, pursuant to
         subsection 3C.03, any information not otherwise in Bank's possession,
         Bank will not disclose the information so obtained; PROVIDED that
         nothing contained in this subsection 8.16 shall prohibit Bank from
         disclosing any such information (a) to persons employed by Bank, (b)



                                      -23-
<PAGE>   29


         to persons retained by Bank, including, without limitation,
         accountants, attorneys, auditors, and other advisors and consultants,
         provided that any such other advisor or consultant to whom disclosure
         is made pursuant to this clause (b) agrees to be bound by the
         provisions of this subsection 8.16, (c) to any actual or prospective
         participant or assignee of all or part of Bank's rights arising out of
         or in connection with the related writings and this Agreement or any
         thereof, provided that the person to whom disclosure is made pursuant
         to this clause (c) agrees to be bound by the provisions of this
         subsection 8.16, (d) upon the demand, order or request of any court or
         administrative agency or other regulatory authority, whether or not
         such demand, order or request has the force and effect of law, (e) to
         anyone. if it shall have been already publicly disclosed other than in
         contravention of this subsection 8.16, and (f) as may be required by
         subpoena or other legal process, or in connection with the exercise of
         an)- right or remedy under this Agreement or any related writing.

9. DEFINITIONS -- As used in this Agreement and in the related writings, EXCEPT
where the context clearly requires otherwise,

         ACCOUNT OFFICER means that officer who at the time in question is
         designated by Bank as the officer having primary responsibility for
         giving consideration to Borrower's requests for credit or, in that
         officer's absence, that officer's immediate superior or any other
         officer who reports directly to' that superior officer;

         ACCUMULATED FUNDING DEFICIENCY shall have the meaning ascribed thereto
         in section 302(a)(2) of ERISA;

         AGREEMENT means this Agreement and includes each amendment, if any, to
         this Agreement;

         BANK is defined in the first paragraph of this Agreement;

         BANKING DAY means (a) in the case of a LIBOR loan, a day on which banks
         in the London Interbank Market deal in United States dollar deposits
         and on which banking institutions are generally open for domestic and
         international business in Cleveland, Ohio and in New York City and (b)
         in any other case, any day other than a Saturday or a Sunday or a
         public holiday or other day on which banking institutions in Cleveland,
         Ohio, are generally closed and do not conduct a general banking
         business;

         BORROWER is defined in the first paragraph of this Agreement;

         COMPANY refers to Borrower or to a subsidiary of Borrower, as the case
         may be;

         CONTRACT PERIOD is defined in subsection 213.07;

         CREDIT REQUEST means a request made pursuant to subsection 213.02;

         CURRENT ASSETS means the net book value of all such assets (after
         deducting applicable reserves, if any, and without consideration to any
         reappraisal or write-up of assets) as determined in accordance with
         GAAP;



                                      -24-
<PAGE>   30



         CURRENT LIABILITIES means all such liabilities as determined in
         accordance with GAAP and includes (without limitation) all accrued
         taxes and all principal of any funded indebtedness maturing within
         twelve months of the date of determination;

         DEBT means, collectively, all liabilities of the party or parties in
         question to Bank, whether owing by one such party alone or with one or
         more others in a joint, several, or joint and several capacity, whether
         now owing or hereafter arising, whether owing absolutely or
         contingently, whether created by loan, overdraft, guaranty of payment
         or other contract or by quasi-contract or tort, statute or other
         operation of law or other, and whether participated to or from Bank in
         whole or in part; and in the case of Borrower includes, without
         limitation, the subject indebtedness;

         DEFAULT UNDER ERISA means (a) the occurrence or existence of a material
         accumulated funding deficiency in respect of any of the companies'
         respective pension plans, (b) any failure by the companies to make a
         full and timely payment of premiums required by ERISA for insurance
         against any employer's liability in respect of any such plan, (c) any
         material breach of a fiduciary duty by any company or trustee in
         respect of any such plan or (d) the existence of any action for the
         forceable termination of any such plan;

         DEFAULT UNDER THIS AGREEMENT means an event, condition or thing which
         constitutes (or which with the lapse of any applicable grace period or
         the giving of notice or both would constitute) an event of default
         referred to in section SA and which has not been appropriately waived
         in writing in accordance with this Agreement or corrected to Bank's
         full satisfaction;

         DISTRIBUTION means a payment made, liability incurred or other
         consideration (other than any stock dividend or stock split payable
         solely in capital stock of Borrower) given by any company for the
         purchase, acquisition, redemption or retirement of any capital stock of
         Borrower or as a dividend, return of capital or other distribution in
         respect of Borrower's capital stock; and DISTRIBUTE means to make a
         distribution;

         ENVIRONMENTAL LAW means the comprehensive Environmental Response,
         compensation, and Liability Act (42 USC 9601 et seq.), the Hazardous
         Material Transportation Act (49 USC 1801 et seq.), the Resource
         Conservation and Recovery Act (42 USC 6901 et seq.), the Federal Water
         Pollution Control Act (33 USC 1251 et seq.), the Toxic Substances
         Control Act (15 USC 2601 et seq.) and the Occupational Safety and
         Health Act (29 USC 651 et seq.), as such laws have been or hereafter
         may be amended, and any and all analogous future federal, or present or
         future state or local, statutes and the regulations promulgated
         pursuant thereto;

         ERISA means the Employee Retirement Income Security Act of 1974 (P.L.
         93-406) as amended from time to time and in the event of any amendment
         affecting any section thereof referred to in this Agreement, that
         reference shall be a reference to that section as amended,
         supplemented, replaced or otherwise modified;

         ERISA REGULATOR means any governmental agency (such as the Department
         of Labor, the Internal Revenue Service and the Pension Benefit Guaranty
         Corporation) having any


                                      -25-
<PAGE>   31


         regulatory authority over any of the companies' pension plans; EVENT OF
         DEFAULT is defined in section 5A;

         EXPIRATION DATE means the date referred to as such in subsection 2A.02,
         EXCEPT that in the event of any extension pursuant to subsection 2A.05,
         EXPIRATION DATE shall mean the latest date to which the subject
         commitment shall have been so extended;

         FEDERAL FUNDS RATE means a fluctuating interest rate per annum, as in
         effect at the time in question, that is the rate determined by Bank to
         be the opening federal funds rate per annum paid or payable by it on
         the day in question in its regional federal funds market for overnight
         borrowings from other banking institutions; FIXED-RATE LOAN means a
         subject loan that is not a RR loan;

         FUNDED INDEBTEDNESS means indebtedness of the person or entity in
         question which matures or which (including each renewal or extension,
         if any, in whole or in part) remains unpaid for more than twelve months
         after the date originally incurred and includes, without limitation (a)
         any indebtedness (regardless of its maturity) if it is renewable or
         refundable in whole or in part solely at the option of that person or
         entity (in the absence of default) to a date more than one year after
         the date of determination, (b) any capitalized lease, (c) any guaranty
         of funded indebtedness owing by another person or entity and (d) any
         funded indebtedness secured by a security interest, mortgage or other
         lien encumbering any property owned or being acquired by the person or
         entity in question even if the full faith and credit of that person or
         entity is not pledged to the payment thereof; PROVIDED, that in the
         case of any indebtedness payable in installments or evidenced by serial
         notes or calling for sinking fund payments, those payments maturing
         within twelve months after the date of determination shall be
         considered current indebtedness rather than funded indebtedness for the
         purposes of subsection 313.03 but shall be considered funded
         indebtedness for all other purposes;

         GAAP means generally accepted accounting principles applied in a manner
         consistent with those used in Borrower's latest fiscal year-end
         financial statements referred to in subsection 4A.02;

         GUARANTOR means one who pledges his credit or property in any manner
         for the payment or other performance of the indebtedness, contract or
         other obligation of another and includes (without limitation) any
         guarantor (whether of collection or payment), any obligor in respect of
         a standby letter of credit or surety bond issued for the obligor's
         account, any surety, any co-maker, any endorser, and anyone who agrees
         conditionally or otherwise to make any loan, purchase or investment in
         order thereby to enable another to prevent or correct a default of any
         kind; and GUARANTY means the obligation of a guarantor;

         INSIDER, as applied to subordinated indebtedness, refers to
         subordinated indebtedness which at the time in question is owing to any
         person who is a director or officer of Borrower or who is the record
         and beneficial owner of ten percent (10%) or more of Borrower's capital
         stock or who is a member of the immediate family of any such director,
         officer or stockholder;



                                      -26-
<PAGE>   32


         INSOLVENCY ACTION means either (a) a pleading of any kind filed by the
         person, corporation or entity (an "insolvent") in question to seek
         relief from the insolvent's creditors, or filed by the insolvent's
         creditors or any thereof to seek relief of any kind against that
         insolvent, in any court or other tribunal pursuant to any law (whether
         federal, state or other) relating generally to the rights of creditors
         or the relief of debtors or both, or (b) any other action of any kind
         commenced by an insolvent or the insolvent's creditors or any thereof
         for the purpose of marshalling the insolvent's assets and liabilities
         for the benefit of the insolvent's creditors; and INSOLVENCY ACTION
         includes (without limitation) a petition commencing a case pursuant to
         any chapter of the federal bankruptcy code, any application for the
         appointment of a receiver, trustee, liquidator or custodian for the
         insolvent or any substantial part of the insolvent's assets, and any
         assignment by an insolvent for the general benefit of the insolvent's
         creditors;

         LIBO PRE-MARGIN RATE means the rate per annum (rounded upwards, if
         necessary, to the next higher 1/16 of 1%), as determined by Bank which
         equals the average rate per annum at which deposits in United States
         dollars are offered for deposits of the maturity and amount in
         question, at 11:00 A.M. London time (or as soon thereafter as
         practicable) two banking days prior to the first day of the contract
         period in question, to Bank by prime banking institutions in any
         Eurodollar market reasonably selected by Bank;

         LIBOR LOAN means a subject loan having a contract period described in
         clause (b) of subsection 2B.07 and bearing interest in accordance with
         clause (b) of subsection 2B.1 l;

         AIM LOAN means a subject loan having a contract period described in
         clause (a) of subsection 2B.07 and bearing interest in accordance with
         clause (a) of subsection 2B.11;

         MONEY MARKET RATE means the rate per as determined by Bank in its sole
         discretion, on the first day of the contract period in question, and
         then quoted by Bank to Borrower as the rate which, if elected by
         Borrower at the time of Bank's quotation, will be applicable during
         that contract period to an MM loan of the principal amount in question;

         MOST RECENT 4A.02 FINANCIAL STATEMENTS means Borrower's most recent
         financial statements that are referred to in subsection 4A.02;

         NET INCOME means net income as determined in accordance with GAAP,
         after taxes and after extraordinary items, but without giving effect to
         any gain resulting from any reappraisal or write-up of any asset;

         NET WORTH means the excess (as determined on a consolidated basis and
         in accordance with GAAP) of the net book value (after deducting all
         applicable valuation reserves and without consideration to any
         reappraisal or write-up of assets) of the tangible assets (i.e., all
         assets other than intangibles such as patents, costs of businesses over
         net assets acquired, good will and treasury stock) of the company or
         companies in question over their total liabilities;

         PENSION PLAN means a defined benefit plan (as defined in section 3(35)
         of ERISA) of the companies or any thereof and includes, without
         limitation, any such plan that is a multi-



                                      -27-
<PAGE>   33


         employer plan (as defined in section 3(37) of ERISA) applicable to any
         of the companies' employees;

         PRIME RATE means the fluctuating rate of interest which is publicly
         announced from time to time by Bank at its principal place of business
         as being its "prime rate" or "base rate" thereafter in effect, with
         each change in the prime rate automatically, immediately and without
         notice changing the fluctuating interest rate thereafter applicable
         hereunder, it being agreed that the prime rate is not necessarily the
         lowest rate of interest then available from Bank on fluctuating rate
         loans; PRIOR a means a short-term loan or a term loan;

         RECEIVABLE means a claim for money due or to become due, whether
         classified as an account, instrument, chattel paper, general
         intangible, incorporeal hereditament or otherwise, and any proceeds of
         the foregoing;

         REFERENCE RATE means, on any given date, either the prime rate in
         effect for that day or a rate equal to one percent (1%) per annum plus
         the federal funds rate in effect for that day, whichever rate shall be
         the higher for that day;

         RELATED WRITING means any note, mortgage, security agreement, other
         lien instrument, financial statement, audit report, notice, legal
         opinion, credit request, officer's certificate or other writing of any
         kind which is delivered to the Bank and which is relevant in any manner
         to this Agreement or any related writing and includes, without
         limitation, the subject notes and the other writings referred to in
         sections 3A and 4A;

         REPORTABLE EVENT has the meaning ascribed thereto by ERISA;

         RR LOAN means a subject loan maturing in the manner described in the
         first sentence of subsection 2B.08 and bearing interest in accordance
         with subsection 2B.10;\

         SHORT-TERM LOAN is defined in paragraph B of the introduction to this
         Agreement;

         SHORT-TERM NOTE is defined in paragraph B of the introduction to this
         Agreement;

         SUBJECT COMMITMENT means Bank's commitment to extend credit to Borrower
         pursuant to sections 2A and 2B of this Agreement and upon the terms,
         subject to the conditions of this Agreement and in accordance with the
         other provisions of this Agreement;

         SUBJECT INDEBTEDNESS means, collectively, the principal of and interest
         on the subject loans and all fees and other liabilities, if any,
         incurred by Borrower to Bank pursuant to this Agreement or any related
         writing;

         SUBJECT LOAN means a loan obtained by Borrower pursuant to this
         Agreement, or a prior loan that is deemed to be an RR loan pursuant to
         subsection 2B.16;

         SUBJECT NOTE means a note executed and delivered by Borrower and being
         in the form and substance of Exhibit B with the blanks appropriately
         filled;



                                      -28-
<PAGE>   34


         SUBORDINATED, as applied to any liability of Borrower, means a
         liability which at the time in question is subordinated (by written
         instrument in form and substance satisfactory to Bank in favor of the
         prior payment in full of Borrower's debt to Bank;

         SUBSIDIARY means a corporation or other business entity if shares
         constituting a majority of its outstanding capital stock (or other form
         of ownership) or constituting a majority of the voting power in any
         election of directors (or shares constituting both majorities) are (or
         upon the exercise of any outstanding warrants, options or other rights
         would be) owned directly or indirectly at the time in question by the
         corporation in question or another SUBSIDIARY of that corporation or
         any combination of the foregoing;

         SUPPLEMENTAL SCHEDULE means the schedule incorporated into this
         Agreement as Exhibit A;

         TERM LOAN is defined in paragraph A of the introduction to this
         Agreement;

         TERM NOTE is defined in paragraph A of the introduction to this
         Agreement;

         TOTAL LIABILITIES means the aggregate (without duplication) of all
         liabilities of the entity or entities in question and includes, without
         limitation. (a) any, indebtedness which is secured by any mortgage,
         security interest or other lien on any of their property even if the
         full faith and credit of none of them is pledged to the payment
         thereof, (b) any indebtedness for borrowed money or funded indebtedness
         of any kind if any such corporation or corporations is a guarantor
         thereof and (c) any subordinated indebtedness; PROVIDED, that there
         shall be excluded any liability under a reimbursement agreement
         relating to a letter of credit issued to finance the importation or
         exportation of goods;

         WHOLLY-OWNED, as applied to a subsidiary, means that all of the
         outstanding shares of stock and all of the outstanding warrants,
         options and other rights to purchase stock, other than directors'
         qualifying shares, are held of record and beneficially owned by
         Borrower;

         the foregoing definitions shall be applicable to the respective plurals
         of the foregoing defined terms.

         [The remainder of this page has been intentionally left blank.]



                                      -29-
<PAGE>   35


Address:                                   Preformed Line Products Company
   660 Beta Drive
   Mayfield Village, Ohio 44143
   telecopy: (216) 473-93193
                                           By: /s/ John J. Herda
                                              ---------------------------------
                                                John J. Herda, Vice President
                                                  and Chief Financial Officer

Address:                                   National City Bank
   1900 East Ninth Street
   Cleveland, Ohio 44114-3484
   Telecopy: (216) 575-9396
   Attn: Metro/Ohio Division               By: /s/ Terry A. Wolford
                                              ---------------------------------
                                                Terry A. Wolford, Vice President



                                      -30-
<PAGE>   36






                              SUPPLEMENTAL SCHEDULE

There is no item which Borrower must disclose in this supplemental schedule in
order to be in full compliance with subsections 3D.01, 3D.02, 3D.03 and 3D.04,
nor is there any addition or exception to the representations and warranties in
section 4B.






                                    EXHIBIT A


<PAGE>   37

                               EXTENSION AGREEMENT

This extension agreement made as of March 20, 1996 by and between Preformed Line
Products Company (BORROWER) and National City Batik (BANK):

The parties have executed and delivered a certain credit agreement dated
December 30, 1994 which provides for, among other things, a subject commitment
aggregating $15,000,000 and available to Borrower, upon certain terms and
conditions until December 31, 1997 (the EXPIRATION DATE now in effect) subject
to any earlier reduction or termination pursuant to the credit agreement

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date December 31, 1997 and by
substituting therefor the date "December 31, 1998", which tarter date shall be
the EXPIRATION DATE hereafter in effect.

1n all other respects the credit agreement shall remain in full effect.



                                       Preformed Line Products Company



                                       By  /s/ John J. Herda
                                          ------------------------------------
                                          Vice President - Finance


                                       National City Bank



                                       By  /s/ Terry A. Wolford
                                          ------------------------------------
                                          Vice President




                                    EXHIBIT C


<PAGE>   38

                               EXTENSION AGREEMENT

This extension agreement made as of April 30, 1998 by and between Preformed Line
Products Company (BORROWER) and National City Bank (BANK):

The parties have executed and delivered a certain credit agreement dated
December 30, 1994 and amended November 30, 1997 which provides for, among other
things, a subject aggregating $40,000,000 and available to Borrower, upon
certain terms and conditions until December 31, 2000 (the EXPIRATION DATE now in
effect) subject to any earlier reduction or termination pursuant to the credit
agreement.

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date December 31 , 2000 and by
substituting therefor the date "December 31, 2001", which latter date shall be
the expiration date hereafter in effect.

In all other respects the credit agreement shall remain in full effect.



                                       Preformed Line Products Company



                                       By /s/ John J. Herda
                                          -----------------------------------
                                          John J. Herda
                                          Vice President - Finance



                                       National City Bank



                                       By /s/ Terry A. Wolford
                                          -----------------------------------
                                          Vice President






                                    EXHIBIT C

<PAGE>   39

                               EXTENSION AGREEMENT


This extension agreement made as of JUNE 9, 2000 by and between Preformed Line
Products Company (Borrower) and National City Bank (Bank):

The parties have executed and delivered a certain credit agreement dated
December 30, 1994 and amended November 30, 1997 which provides for, among other
things, a subject aggregating $40,000,000 and available to Borrower, upon
certain terms and conditions until DECEMBER 31, 2001 (the EXPIRATION DATE now in
effect) subject to any earlier reduction or termination pursuant to the credit
agreement.

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date DECEMBER 31, 2001 and by
substituting therefor the date "DECEMBER 31, 2002", which latter date shall be
the EXPIRATION DATE hereafter in effect.

In all other respects the credit agreement shall remain in full effect.



                                       Preformed Line Products Company


                                       By /s/ Eric R. Graef
                                         ---------------------------------
                                         Eric R. Graef
                                         Vice President - Finance



                                       National City Bank


                                       By /s/ Terry A. Wolford
                                         ---------------------------------
                                         Vice President




                                    EXHIBIT C
<PAGE>   40



                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made and entered into as of
the 30th day of November, 1997, by and between PREFORMED LINE PRODUCTS COMPANY,
an Ohio corporation with its principal office and place of business in Mayfield
Village, Ohio (the "Borrower") and NATIONAL CITY BANK, a national banking
association with its principal office and place of business in Cleveland, Ohio
(the "Bank").

                                   WITNESSETH:

         WHEREAS, the Borrower and the Bank are parties to that certain Credit
Agreement dated December 30, 1994 (the "Credit Agreement");

         WHEREAS, the Borrower and the Bank mutually desire to amend the Credit
Agreement in order to increase the amount of the Subject Commitments from
Fifteen Million and No/ 100ths Dollars ($15,000,000.00) to Forty Million and
No/100ths Dollars ($40,000,000.00) in two (2) Tranches, extend the expiration
date and modify the commitment fee applicable to the Subject Commitments.

         NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:

         1. Section 2A. SUBJECT COMMITMENTS of the Credit Agreement is hereby
amended to read in its entirety as follows:

         2A. SUBJECT COMMITMENTS -- The basic terms of the Subject Commitments
and the compensation therefor are as follows:

                  2A.01 AMOUNT -- The aggregate amount of the Subject
                  Commitments is Forty Million Dollars ($40,000,000) consisting
                  of two (2) Tranches. The Tranche A Subject Commitment being in
                  the amount of Twenty Million Dollars ($20,000,000) and the
                  Tranche B Subject Commitment being in the amount of Twenty
                  Million Dollars ($20,000,000). The Tranche B Subject
                  Commitment shall only become effective when activated by
                  Borrower. Borrower may activate the Tranche B Subject
                  Commitment, if no default under this Agreement shall have
                  occurred and be continuing, by written notice to Bank given on
                  and after the effective date of this Amendment. The Subject
                  Commitments may be reduced from time to time pursuant to
                  subsection 2A.03 and the Subject Commitments may be terminated
                  pursuant to section 5B.

                  2A.02 TERM -- The Subject Commitment shall commence as of the
                  date of this Agreement and shall remain in effect on a
                  revolving basis until December 31, 1997 (the EXPIRATION DATE)
                  EXCEPT that a later Expiration Date may be established from
                  time to time pursuant to subsection 2A.05 and EXCEPT that the
                  Subject Commitment shall end in any event upon any earlier
                  reduction thereof to zero pursuant to subsection 2A.03 or any
                  earlier termination pursuant to section 5B.


<PAGE>   41


                  2A.03 OPTIONAL REDUCTIONS -- Borrower shall have the right, at
                  all times and without the payment of any penalty or premium,
                  to permanently reduce the amount of the Subject Commitment by
                  giving Bank one Banking Day's prior written notice of the
                  amount of each such reduction and the effective date thereof
                  subject, however, to the following:

                           (a) No such reduction shall reduce the subject
                           commitment to a lesser aggregate amount than the sum
                           of the aggregate unpaid principal balance of the
                           fixed-rate loans then outstanding plus the aggregate
                           unpaid principal balance of any fixed-rate loans to
                           be obtained pursuant to any unfulfilled credit
                           request under subsection 2B.02.

                           (b) Concurrently with each reduction Borrower shall
                           prepay such part, if any, of the principal of the
                           subject loans then outstanding as may be in excess of
                           the amount of the subject commitment as so reduced.
                           Subsection 213.13 and section 6C shall apply to each
                           such prepayment.

                  2A.04 COMMITMENT FEE -- Borrower agrees to pay Bank a
                  commitment fee

                           (a) based on the average daily difference between the
                           amount of the subject commitment from time to time in
                           effect and the aggregate unpaid principal balance of
                           the subject loans then outstanding,

                           (b) computed (on the basis of a 360-day year and the
                           actual number of days elapsed) at a rate of one-fifth
                           of one percent (1/5%) per annum so long as the
                           subject commitment remains in effect and

                           (c) payable in arrears on April 1, 1995 and on the
                           first day of each July 1, October 1, January 1, and
                           April 1 thereafter and at the end of the subject
                           commitment.

                  2A.05 EXTENSION OF SUBJECT COMMITMENT -- Whenever Borrower
                  furnishes its audited financial statements to Bank pursuant to
                  clause (b) of subsection 3A.01, commencing with Borrower's
                  audited financial statements for its fiscal year ending
                  December 31, 1995, Borrower may request that the subject
                  commitment be extended one year to the December 31 next
                  following the expiration date then in effect. Bank agrees to
                  give consideration to each such request; but in no event shall
                  Bank be committed to extend the subject commitment, nor shall
                  the subject commitment be so extended, unless and until both
                  Borrower and Bank shall have executed and delivered an
                  extension agreement substantially in the form of Exhibit C
                  with the blanks appropriately filled.

         2. Subsection 3B.04..PRETAX INTEREST COVERAGE of the Credit Agreement
is hereby amended to read in its entirety as follows:



                                      -2-
<PAGE>   42


                  3B.04 PRETAX INTEREST COVERAGE -- Borrower will not suffer or
                  permit the aggregate, determined as of the last day each
                  fiscal quarter (commencing with the present fiscal quarter),
                  of

                           (a) the net income of the companies for the previous
                           four (4) quarters plus

                           (b) the aggregate interest expense of the companies
                           for the previous four (4) quarters plus

                           (c) the aggregate federal, state and local income
                           taxes of the companies for the previous four (4)
                           quarters

                  to be less than an amount equal to three hundred percent
                  (300%) of the aggregate interest expense of the companies for
                  the previous four quarters, all as determined on a
                  consolidated basis.

         3. From and after the effective date of this First Amendment,
references in the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby.

         This First Amendment and the modifications set forth herein shall be
and become effective as of the date hereof.

         Except for the modifications set forth in this First Amendment, the
Credit Agreement referred to above, as amended, is ratified and affirmed and
shall be binding upon the parties, their successors and assigns.

         IN WITNESS WHEREOF, the parties hereto have cause this First Amendment
to Credit Agreement to be duly executed.

NATIONAL CITY BANK                           PREFORMED LINE PRODUCTS COMPANY

By:/s/ Terry A. Wolford                      By: /s/ John J. Herda
   --------------------------                    ----------------------------

Title: Vice President                        Title: Vice President - Finance
      -----------------------                       ----------------------------





                                      -3-
<PAGE>   43


                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT is made and entered into as
of the 6th day of July, 2000, by and between PREFORMED LINE PRODUCTS COMPANY, an
Ohio corporation with its principal office and place of business in Mayfield
Village, Ohio (the "Borrower") and NATIONAL CITY BANK, a national banking
association with its principal office and place of business in Cleveland, Ohio
(the "Bank").

                                   WITNESSETH:

         WHEREAS, the , as amended by a First Amendment to Credit Agreement
dated November 30, 1997, (the "Credit Agreement");

         WHEREAS, the Borrower and the Bank mutually desire to amend the Credit
Agreement in order to extend the expiration date and amend the Net Worth
financial covenant.

         NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:

         1. Section 2A.02 TERM of the Credit Agreement is hereby amended to read
in its entirety as follows:

                  2A.02 TERM -- The Subject Commitments shall commence as of the
                  date of this Agreement and shall remain in effect on a
                  revolving basis until December 31, 2002 (the EXPIRATION DATE)
                  EXCEPT that a later Expiration Date may be established from
                  time to time pursuant to subsection 2A.05 and EXCEPT that the
                  Subject Commitments shall end in any event upon any earlier
                  reduction thereof to zero pursuant to subsection 2A.03 or any
                  earlier termination pursuant to section 5B.

         2. Subsection 3B.01 NET WORTH of the Credit Agreement is hereby amended
to read in its entirety as follows:

                  3B.01 NET WORTH -- Borrower will not suffer or permit the
                  consolidated net worth (exclusive of the cumulative foreign
                  currency translation adjustment component thereof as reflected
                  in Borrower's financial statements) of the companies at any
                  time to be less than eighty-five million dollars
                  ($85,000,000).

         3. From and after the effective date of this Second Amendment,
references in the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby.

         This Second Amendment and the modifications set forth herein shall be
and become effective as of the date hereof.

         Except for the modifications set forth in this Second Amendment, the
Credit Agreement referred to above, as amended, is ratified and affirmed and
shall be binding upon the parties, their successors and assigns.



<PAGE>   44


         IN WITNESS WHEREOF, the parties hereto have cause this Second Amendment
to Credit Agreement to be duly executed.

NATIONAL CITY BANK                          PREFORMED LINE PRODUCTS COMPANY

By: /s/ Terry A. Wolford                    By:  /s/ Eric R. Graef
   -------------------------                    --------------------------------

Title: Vice President                       Title:  Vice President - Finance
      ----------------------                      ------------------------------


                                      -2-


<PAGE>   45

                            TRANCHE A PROMISSORY NOTE

$20,000,000                      Cleveland, Ohio               November 30, 1997


FOR VALUE RECEIVED, the undersigned, Preformed Line Products Company (BORROWER),
an Ohio corporation, promises to pay to the order of NATIONAL CITY BANK, at the
payee's main office in Cleveland, Ohio, the principal sum of

                             TWENTY MILLION DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side), together with interest computed thereon in accordance with
the credit agreement referred to below, which principal and interest is payable
in accordance with the provisions in the credit agreement.

This note is issued pursuant to a certain Agreement (the "credit agreement")
made as of December 30, 1994, as amended, by and between the payee and Borrower.
The credit agreement contains definitions applicable to this note, provisions
governing the making of loans, the acceleration of the maturity thereof, rights
of prepayment and other provisions applicable to this note. Each endorsement, if
any, on the reverse side of this note (or any allonge thereto) shall be prima
facie evidence of the data so endorsed.

Address:                                       Preformed Line Products Company
   660 Beta Drive
   Mayfield Village, Ohio  44143               By: /s/ John J. Herda
                                                  ------------------------------
                                                  John J. Herda, Vice President
                                                    and Chief Financial Officer




<PAGE>   46


                            TRANCHE A PROMISSORY NOTE



$20,000,000                      Cleveland, Ohio              November 30, 1997


FOR VALUE RECEIVED, the undersigned, Preformed Line Products Company (BORROWER),
an Ohio corporation, promises to pay to the order of NATIONAL CITY BANK, at the
payee's main office in Cleveland, Ohio, the principal sum of

                             TWENTY MILLION DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side), together with interest computed thereon in accordance with
the credit agreement referred to below, which principal and interest is payable
in accordance with the provisions in the credit agreement.

This note is issued pursuant to a certain Agreement (the "credit agreement")
made as of December 30, 1994, as amended, by and between the payee and Borrower.
The credit agreement contains definitions applicable to this note, provisions
governing the making of loans, the acceleration of the maturity thereof, rights
of prepayment and other provisions applicable to this note. Each endorsement, if
any, on the reverse side of this note (or any allonge thereto) shall be prima
facie evidence of the data so endorsed.

Address:                                     Preformed Line Products Company
   660 Beta Drive
   Mayfield Village, Ohio  44143             By: /s/ John J. Herda
                                                -------------------------------
                                                 John J. Herda, Vice President
                                                   and Chief Financial Officer