(d) The Bank will determine the Dollar Amount of all outstanding advances under this Note madein Agreed Foreign Currencies and the Foreign LC Exposure (such outstanding advances and the ForeignLC Exposure at any time being the “**Foreign Currency Outstandings**”) from time to time on and as ofany Business Day elected by the Bank in its sole discretion (each such day upon or as of which theBank so determines Dollar Amounts being a “**Computation Date**”). If at any time the Dollar Amount ofForeign Currency Outstandings (calculated as of the most recent Computation Date) exceeds theAgreed Foreign Currency Limit, then the Borrower shall immediately prepay such Foreign CurrencyOutstandings in an aggregate principal amount sufficient to eliminate any such excess. As usedherein, the term “**Dollar Amount**” shall mean, with respect to any currency at any date, (i) theamount of such currency if such currency is in Dollars or (ii) the equivalent in such currency ofsuch amount of Dollars if such currency is currency other than Dollars, calculated on the basis ofthe arithmetical mean of the buy sell spot rates of exchange of the Bank for such currency on theLondon market at 11:00 a.m. London time, on or as of the most recent Computation Date. “**Dollars**”and “**$**” mean the lawful currency of the United States of America.**2. ****Rate of Interest****.**Each advance outstanding under this Note will bear interest at a rateor rates per annum as may be selected by the Borrower from the interest rate options set forthbelow (each, an “**Option**”):(i) **Base Rate Option****.**A rate of interest per annum which is at all times equal to theBase Rate. If and when the Base Rate (or any component thereof) changes, the rate of interest withrespect to any advance to which the Base Rate Option applies will change automatically withoutnotice to the Borrower, effective on the date of any such change. There are no required minimuminterest periods for advances bearing interest under the Base Rate Option.(ii) **LIBOR Option****.**A rate per annum equal to (A) LIBOR plus (B) one hundredtwenty-five (125) basis points (1.25%), for the applicable LIBOR Interest Period.(iii) **Daily LIBOR Option****.**A rate per annum which is at all time equal to Daily LIBOR,so long as a Daily LIBOR is offered, ascertainable and not unlawful. If and when Daily LIBOR (orany component thereof) changes, the rate of interest with respect to any advance to which the DailyLIBOR Option applies will change automatically without notice to the Borrower, effective on thedate of any such change. There are no required minimum interest periods for advances bearinginterest under the Daily LIBOR Option.For purposes hereof, the following terms shall have the following meanings:“**Base Rate**” shall mean the highest of (A) the Prime Rate, and (B) the sum of the FederalFunds Open Rate plus fifty (50) basis points (0.50%), and (C) the sum of the DailyLIBOR plus one hundred (100) basis points (1.0%), so long as a Daily LIBOR isoffered, ascertainable and not unlawful.“**Business Day**” shall mean any day other than a Saturday or Sunday or a legal holiday onwhich commercial banks are authorized or required by law to be closed for business inCleveland, Ohio.“**Change of Control**” shall mean (a) the Barbara P Ruhlman Irrevocable Trust Dated July 29,2008, Barbara P. Ruhlman, Robert G. Ruhlman and Randall M. Ruhlman shall cease to owndirectly or beneficially at least 35% of the outstanding voting Equity Interests of theBorrower on a fully diluted basis, in each case free and clear of all Liens or otherencumbrances; (b) the Borrower shall cease to own, free and clear of all Liens or otherencumbrances, at least the percentage of the outstanding voting Equity Interests of each ofits subsidiaries on a fully diluted basis as is indicated on the corporate structure chartdelivered Bank in connection with the LoanAgreement (as hereinafter defined) on the date hereof; (c) occupation of a majority of theseats (other than vacant seats) on the board of directors of the Borrower or any of itssubsidiaries, as the case may be, by Persons who were neither (i) nominated by the board ofdirectors of such entity nor (ii) appointed by directors so nominated; or (d) theacquisition of direct or indirect Control of the Borrower by any Person or group other thanthe Barbara P Ruhlman Irrevocable Trust Dated July 29, 2008, Barbara P. Ruhlman, Robert G.Ruhlman and Randall M. Ruhlman.
 
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“**Company**” shall have the meaning ascribed thereto in the Loan Agreement (as hereinafterdefined).“**Control**” means the possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through the ability to exercisevoting power, by contract or otherwise. “**Controlling**” and “**Controlled**” have meaningscorrelative thereto.“**Daily LIBOR**” shall mean, for any day, the rate per annum determined by the Bank by dividing(x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR ReservePercentage.“**Equity Interests**” means shares of capital stock, partnership interests, membershipinterests in a limited liability company, beneficial interests in a trust or other equityownership interests in a Person, and any warrants, options or other rights entitling theholder thereof to purchase or acquire any such equity interest.**“Federal Funds Open Rate”**shall mean, for any day, the rate per annum (based on a year of360 days and actual days elapsed) which is the daily federal funds open rate as quoted byICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM forthat day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen thatdisplays such rate), or as set forth on such other recognized electronic source used for thepurpose of displaying such rate as selected by the Bank (an “**Alternate Source**”) (or if suchrate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) oron any Alternate Source, or if there shall at any time, for any reason, no longer exist aBloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparablereplacement rate determined by the Bank at such time (which determination shall beconclusive absent manifest error); provided however, that if such day is not a Business Day,the Federal Funds Open Rate for such day shall be the “open” rate on the immediatelypreceding Business Day. The rate of interest charged shall be adjusted as of each BusinessDay based on changes in the Federal Funds Open Rate without notice to the Borrower.“**Governmental Authority**” means the government of the United States of America, any othernation or any political subdivision thereof, whether state or local, and any agency,authority, instrumentality, regulatory body, court, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functionsof or pertaining to government.“**LIBOR**” shall mean, with respect to any advance to which the LIBOR Option applies for theapplicable LIBOR Interest Period, the interest rate per annum determined by the Bank bydividing (the resulting quotient rounded upwards, at the Bank’s discretion, to the nearest1/100th of 1%) (i) the rate of interest determined by the Bank in accordance with its usualprocedures (which determination shall be conclusive absent manifest error) to be theeurodollar rate two (2) Business Days prior to the first day of such LIBOR Interest Periodfor an amount comparable to such advance and having a borrowing date and a maturitycomparable to such LIBOR Interest Period by (ii) a number equal to 1.00 minus the LIBORReserve Percentage.
 
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“**LIBOR Interest Period**” shall mean, as to any advance to which the LIBOR Option applies, theperiod of one (1), two (2), three (3), six (6) or twelve (12) month/months as selected bythe Borrower in its notice of borrowing or notice of conversion, as the case may be,commencing on the date of disbursement of an advance (or the date of conversion of anadvance to the LIBOR Option, as the case may be) and each successive period selected by theBorrower thereafter; providedthat, (i) if a LIBOR Interest Period would endon a day which is not a Business Day, it shall end on the next succeeding Business Dayunless such day falls in the next succeeding calendar month in which case the LIBOR InterestPeriod shall end on the next preceding Business Day, (ii) the Borrower may not select aLIBOR Interest Period that would end on a day after the Expiration Date, and (iii) any LIBORInterest Period that begins on the last Business Day of a calendar month (or a day for whichthere is no numerically corresponding day in the last calendar month of such LIBOR InterestPeriod) shall end on the last Business Day of the last calendar month of such LIBOR InterestPeriod.“**LIBOR Reserve Percentage**” shall mean the maximum effective percentage in effect on such dayas prescribed by the Board of Governors of the Federal Reserve System (or any successor) fordetermining the reserve requirements (including, without limitation, supplemental, marginaland emergency reserve requirements) with respect to eurocurrency funding (currently referredto as “Eurocurrency liabilities”).“**Person**” means any natural person, corporation, limited liability company, trust, jointventure, association, company, partnership, Governmental Authority or other entity.**“Prime Rate”**shall mean the rate publicly announced by the Bank from time to time as itsprime rate. The Prime Rate is determined from time to time by the Bank as a means ofpricing some loans to its borrowers. The Prime Rate is not tied to any external rate ofinterest or index, and does not necessarily reflect the lowest rate of interest actuallycharged by the Bank to any particular class or category of customers.“**Published Rate**” shall mean the rate of interest published each Business Day in the WallStreet Journal “Money Rates” listing under the caption “London Interbank Offered Rates” fora one month period (or, if no such rate is published therein for any reason, then thePublished Rate shall be the eurodollar rate for a one month period as published in anotherpublication selected by the Bank).LIBOR and the Daily LIBOR shall be adjusted with respect to any advance to which the LIBOR Optionor Base Rate Option or the Daily LIBOR Option applies, as applicable, on and as of the effectivedate of any change in the LIBOR Reserve Percentage. The Bank shall give prompt notice to theBorrower of LIBOR or the Daily LIBOR as determined or adjusted in accordance herewith, whichdetermination shall be conclusive absent manifest error.If the Bank determines (which determination shall be final and conclusive) that, by reason ofcircumstances affecting the eurodollar market generally, deposits in dollars (in the applicableamounts) are not being offered to banks in the eurodollar market for the selected term, or adequatemeans do not exist for ascertaining LIBOR, then the Bank shall give notice thereof to the Borrower.Thereafter, until the Bank notifies the Borrower that the circumstances giving rise to suchsuspension no longer exist, (a) the availability of the LIBOR Option and Daily LIBOR Option shallbe suspended, and (b) the interest rate for all advances then bearing interest under the LIBOROption or the Daily LIBOR Option, as applicable, shall be converted at the expiration of the thencurrent LIBOR Interest Period(s) to the Base Rate Option.
 
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In addition, if, after the date of this Note, the Bank shall determine (which determination shallbe final and conclusive) that any enactment, promulgation or adoption of or any change in anyapplicable law, rule or regulation, or any change in the interpretation or administration thereofby a governmental authority, central bank or comparable agency charged with the interpretation oradministration thereof, or compliance by the Bank with any guideline, request or directive (whetheror not having the force of law) of any such authority, central bank or comparable agency shall makeit unlawful or impossible for the Bank to make or maintain or fund loans based on LIBOR or in anAgreed Foreign Currency, the Bank shall notify the Borrower. Upon receipt of such notice, untilthe Bank notifies the Borrower that the circumstances giving rise to such determination no longerapply, (a) the availability of the LIBOR Option and the Daily LIBOR Option and the option torequest advances and subject LCs in such Agreed Foreign Currency shall be suspended, and (b) theinterest rate on all advances then bearing interest under the LIBOR Option and the Daily LIBOROption shall be converted to the Base Rate Option either (i) on the last day of the then currentLIBOR Interest Period(s) if the Bank may lawfully continue to maintain advances based on LIBOR tosuch day, or (ii) immediately if the Bank may not lawfully continue to maintain advances based onLIBOR, and (c) Borrower will prepay all outstanding advances hereunder made in such Agreed ForeignCurrency, together with interest thereon, and (d) all subject LCs issued in such Foreign Currenciesshall be deemed terminated.The foregoing notwithstanding, it is understood that the Borrower may select different Options toapply simultaneously to different portions of the advances and may select up to six (6) differentinterest periods to apply simultaneously to different portions of the advances bearing interestunder the LIBOR Option. Interest hereunder will be calculated based on the actual number of daysthat principal is outstanding over a year of 360 days. In no event will the rate of interesthereunder exceed the maximum rate allowed by law.**3. ****Interest Rate Election**. Subject to the terms and conditions of this Note, at the end ofeach interest period applicable to any advance, the Borrower may renew the Option applicable tosuch advance or convert such advance to a different Option; providedthat, duringany period in which any Event of Default (as hereinafter defined) has occurred and is continuing,any advances bearing interest under the LIBOR Option or the Daily LIBOR Option shall, at the Bank’ssole discretion, be converted at the end of the applicable LIBOR Interest Period (or immediately inthe case of the Daily LIBOR Option) to the Base Rate Option and the LIBOR Option and the DailyLIBOR Option will not be available to Borrower with respect to any new advances (or with respect tothe conversion or renewal of any existing advances) until such Event of Default has been cured bythe Borrower or waived by the Bank. The Borrower shall notify the Bank of each election of anOption, each conversion from one Option to another, the amount of the advances then outstanding tobe allocated to each Option and where relevant the interest periods therefor. In the case ofconverting to the LIBOR Option or the Daily LIBOR Option, such notice shall be given at least three(3) Business Days prior to the commencement of any LIBOR Interest Period or when the Borrower wouldlike to commence the Daily LIBOR Option, as the case may be. If no interest period is specified inany such notice for which the resulting advance is to bear interest under the LIBOR Option, theBorrower shall be deemed to have selected a LIBOR Interest Period of one month’s duration. If nonotice of election, conversion or renewal is timely received by the Bank with respect to anyadvance, the Borrower shall be deemed to have elected the Base Rate Option. Any such electionshall be promptly confirmed in writing by such method as the Bank may require.
 
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**4. ****Advance Procedures****.**A request for advance made by telephone must be promptly confirmedin writing by such method as the Bank may require. The Borrower authorizes the Bank to accepttelephonic requests for advances, and the Bank shall be entitled to rely upon the authority of anyperson providing such instructions. The Borrower hereby indemnifies and holds the Bank harmlessfrom and against any and all damages, losses, liabilities, costs and expenses (including reasonableattorneys’ fees and expenses) which may arise or be created by the acceptance of such telephonerequests or making such advances.The Bank will enter on its books and records, which entry when made will be presumed correct, thedate and amount of each advance, the interest rate and interest period applicable thereto, as wellas the date and amount of each payment.**5. ****Payment Terms; Commitment Fee**. The Borrower shall pay accrued interest on the unpaidprincipal balance of this Note in arrears: (a) for the portion of advances bearing interest underthe Base Rate Option and the Daily LIBOR Option, on the first day of each month during the termhereof, (b) for the portion of advances bearing interest under the LIBOR Option, on the last day ofthe respective LIBOR Interest Period for such advance, (c) if any LIBOR Interest Period is longerthan three (3) months, then also on the three (3) month anniversary of such interest period andevery three (3) months thereafter, and (d) for all advances, at maturity, whether by accelerationof this Note or otherwise, and after maturity, on demand until paid in full. All outstandingprincipal and accrued interest hereunder shall be due and payable in full on the Expiration Date.All advances under this Note shall be repaid and each payment of interest thereon shall be paid inthe currency in which such advance was made. If for any reason Borrower is prohibited by any law,rule, regulation or any other reason from making any required payment hereunder or under any of theother Loan Documents in an Agreed Foreign Currency, Borrower will make such payment in Dollars inthe Dollar Amount of such Agreed Foreign Currency payment amount.If any payment under this Note shall become due on a Saturday, Sunday or public holiday under thelaws of the State where the Bank’s office indicated above is located, such payment shall be made onthe next succeeding Business Day and such extension of time shall be included in computing interestin connection with such payment. The Borrower hereby authorizes the Bank to charge the Borrower’sdeposit account at the Bank for any payment when due hereunder. Payments received will be appliedto charges, fees and expenses (including attorneys’ fees), accrued interest and principal in anyorder the Bank may choose, in its sole discretion.The Borrower shall pay to the Bank quarterly in arrears, on the last day of each calendar quarter,a commitment fee in the amount of the product of twenty-five (25) basis points (0.25%) per annummultiplied by the average daily unused amount of the Facility during the most recentlyended quarter.Notwithstanding anything to the contrary set forth herein or in any of the other Loan Documents,if, after the making of any advance under this Note in any currency other than Dollars, currencycontrol or exchange regulations are imposed in the country which issues such currency with theresult that the type of currency in which such advance was made (the “**Original Currency**”) no longerexists or the Borrower is not able to make payment to the Bank in such Original Currency, then allpayments to be made by the Borrower hereunder in such currency shall instead be made when due inDollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due,it being the intention of the parties hereto that the Borrower take all risks of the imposition ofany such currency control or exchange regulations.
 
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**6. ****Late Payments; Default Rate****.**If the Borrower fails to make any payment of principal,interest or other amount coming due pursuant to the provisions of this Note within fifteen (15)calendar days of the date due and payable, the Borrower also shall pay to the Bank a late chargeequal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the **“LateCharge”**). Such fifteen (15) day period shall not be construed in any way to extend the due date ofany such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’soption upon the occurrence of any Event of Default (as hereinafter defined) and during thecontinuance thereof, each advance outstanding under this Note shall bear interest at a rate perannum (based on the actual number of days that principal is outstanding over a year of 360 days)which shall be two percentage points (2%) in excess of the interest rate in effect from time totime under this Note but not more than the maximum rate allowed by law (the**“Default Rate”**). The Default Rate shall continue to apply whether or not judgment shall be enteredon this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for thepurpose of defraying the Bank’s expenses incident to the handling of delinquent payments, but arein addition to, and not in lieu of, the Bank’s exercise of any rights and remedies hereunder, underthe other Loan Documents or under applicable law, and any fees and expenses of any agents orattorneys which the Bank may employ. In addition, the Default Rate reflects the increased creditrisk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Chargeand Default Rate are reasonable forecasts of just compensation for anticipated and actual harmincurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated withcertainty and without difficulty.**7. ****Prepayment; Reduction of Facility****.**The Borrower shall have the right to prepay anyadvance hereunder at any time and from time to time, in whole or in part; subject, however, topayment of any break funding indemnification amounts owing pursuant to paragraph 8 below. TheBorrower shall have the right to reduce the Facility from time to time in a minimum of $1,000,000increments.**8. ****Yield Protection; Break Funding Indemnification**. The Borrower shall pay to the Bank onwritten demand therefor, together with the written evidence of the justification therefor, alldirect costs incurred, losses suffered or payments made by Bank by reason of any change in law orregulation or its interpretation imposing any reserve, deposit, allocation of capital, or similarrequirement (including without limitation, Regulation D of the Board of Governors of the FederalReserve System) on the Bank, its holding company or any of their respective assets. In addition,the Borrower agrees to indemnify the Bank against any liabilities, losses or expenses (including,without limitation, loss of margin, any loss or expense sustained or incurred in liquidating oremploying deposits from third parties, and any loss or expense incurred in connection with fundsacquired to effect, fund or maintain any advance (or any part thereof) bearing interest under theLIBOR Option) which the Bank sustains or incurs as a consequence of either (i) the Borrower’sfailure to make a payment on the due date thereof, (ii) the Borrower’s revocation (expressly, bylater inconsistent notices or otherwise) in whole or in part of any notice given to Bank torequest, convert, renew or prepay any advance bearing interest under the LIBOR Option, or (iii) theBorrower’s payment or prepayment (whether voluntary, after acceleration of the maturity of thisNote or otherwise) or conversion of any advance bearing interest under the LIBOR Option on a dayother than the last day of the applicable LIBOR Interest Period. A notice as to any amountspayable pursuant to this paragraph given to the Borrower by the Bank shall, in the absence ofmanifest error, be conclusive and shall be payable upon demand. The Borrower’s indemnificationobligations hereunder shall survive the payment in full of the advances and all other amountspayable hereunder.**9. ****Other Loan Documents****.**This Note is issued in connection with the Loan Agreement betweenthe Borrower and the Bank, dated on or before the date hereof (as amended, modified or renewed fromtime to time, the **“Loan Agreement”**), and the other agreements and documents now or hereafterexecuted and/or delivered in connection herewith or therewith or referred to herein or therein(including, without limitation, the subject LCs), the terms of which are incorporated herein byreference (this Note, the Loan Agreement and such other agreements and documents, each as amended,modified or renewed from time to time, being collectively referred to as the **“Loan Documents”**), andis secured by the property (if any) described in the Loan Documents and by such other collateral aspreviously may have been or may in the future be granted to the Bank to secure this Note.Capitalized and other terms not defined herein shall have the meanings ascribed to them in theother Loan Documents.
 
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**10. ****Events of Default****.**The occurrence of any of the following events will be deemed to bean **“Event of Default”**under this Note: (i) (A) the nonpayment of (1) any principal under this Notewhen due and (2) interest, other indebtedness or any other amounts payable under this Note or anyof the other Loan Documents (other than reimbursements referred to in clause (i)(B) of this Section10) within ten (10) days after the same is due, and (B) failure to reimburse the Bank for any draftor other item paid byBank pursuant to or otherwise in respect of any subject LC when obligated to do so; (ii) theoccurrence of any event of default or any default and the lapse of any notice or cure period, orany Obligor’s failure to observe or perform any covenant or other agreement, under or contained inany Loan Document or any other document now or in the future, relating to, evidencing or securingany debt, liability or obligation of any Obligor to the Bank; (iii) the filing by or against anyObligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation,conservatorship or similar proceeding (and, in the case of any such proceeding instituted againstany Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof,provided that the Bank shall not be obligated to advance additional funds hereunder during suchperiod); (iv) any assignment by any Obligor for the benefit of creditors, or any levy, garnishment,attachment or similar proceeding is instituted against any property of any Obligor held by ordeposited with the Bank or the cessation of all or a substantial part of the business operations ofany Obligor; (v) a default with respect to any other indebtedness of any Obligor for borrowedmoney, if the effect of such default is to cause or permit the acceleration of such debt, providedthat this subsection shall not apply if and only so long as the aggregate unpaid principal balanceof all such indebtedness in default does not exceed five million dollars ($5,000,000) at any onetime outstanding; in this subsection, “default” means that (A) there shall have occurred (or shallexist) in respect of the indebtedness in question any event, condition or other thing thatconstitutes, or that with the giving of notice or the lapse of any applicable grace period or bothwould constitute, a default which accelerates (or permits any creditor or creditors orrepresentative or creditors to accelerate) the maturity of any such indebtedness, (B) any suchindebtedness (other than any payable on demand) shall not have been paid in full at its statedmaturity, or (C) any such indebtedness payable on demand shall not have been paid in full withinten (10) banking days after any actual demand for payment); (vi) if at any time (A) the aggregateof all undischarged final judgments (excluding final judgments the execution of which, on the dateof determination, are effectively stayed) against the Obligors or any thereof for the payment ofmoney shall exceed $5,000,000 or (B) the aggregate of all liabilities of the Obligors arising fromdefaults under ERISA (as defined in the Loan Agreement), shall exceed $5,000,000; (vii) thecommencement of any foreclosure or forfeiture proceeding, execution or attachment against anycollateral securing the obligations of any Obligor to the Bank; (viii) any material adverse changein any Obligor’s business, assets, operations, financial condition or results of operations; (ix)any Obligor ceases doing business as a going concern; (x) any representation or warranty made byany Obligor to the Bank in any Loan Document or any other documents now or in the future evidencingor securing the obligations of any Obligor to the Bank, is false, erroneous or misleading in anymaterial respect; (xi) if this Note or any guarantee executed by any Obligor is secured, thefailure of any Obligor to provide the Bank with additional collateral if in the Bank’s opinion atany time or times, the market value of any of the collateral securing this Note or any guaranteehas depreciated below that required pursuant to the Loan Documents or, if no specific value is sorequired, then in an amount deemed material by the Bank; (xii) the revocation or attemptedrevocation, in whole or in part, of any guarantee by any Obligor; or (xiii) the occurrence of aChange of Control. As used herein, the term **“Obligor”**means any Borrower, any other Company andany guarantor of, or any pledgor, mortgagor or other person or entity providing collateral supportfor, the Borrower’s obligations to the Bank existing on the date of this Note or arising in thefuture.Upon the occurrence and during the continuance of an Event of Default: (a) the Bank shall be underno further obligation to make advances hereunder; (b) if an Event of Default specified in clause(iii) or (iv) above shall occur, the outstanding principal balance and accrued interest hereundertogether with any additional amounts payable hereunder shall be immediately due and payable withoutdemand or notice of any kind; (c) if any other Event of Default shall occur, the outstandingprincipal balance and accrued interest hereunder together with any additional amounts payablehereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated andbecome immediately due and payable; (d) at the Bank’s option, this Note will bear interest at theDefault Rate from the date of the occurrence of the Event of Default; and (e) the Bank may exercisefrom time to time any of the rights and remedies available under the Loan Documents or underapplicable law.
 
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**11. ****Power to Confess Judgment****. The Borrower hereby irrevocably authorizes anyattorney-at-law, including an attorney employed by or retained and paid by the Bank, to appear inany court of record in or of the State of Ohio, or in any other state or territory of the UnitedStates, at any time after the indebtedness evidenced by this Note becomes due, whether byacceleration or otherwise, to waive the issuing and service of process and to confess a judgmentagainst the Borrower in favor of the Bank, and/or any assignee or holder hereof for the amount ofprincipal and interest and expenses then appearing due from the Borrower under this Note, togetherwith costs of suit and thereupon to release all errors and waive all right of appeal or stays ofexecution in any court of record. The Borrower hereby expressly (i) waives any conflict ofinterest of the attorney(s) retained by the Bank to confess judgment against the Borrower upon thisNote, and (ii) consents to the receipt by such attorney(s) of a reasonable legal fee from the Bankfor legal services rendered for confessing judgment against the Borrower upon this Note. A copy ofthis Note, certified by the Bank, may be filed in each such proceeding in place of filing theoriginal as a warrant of attorney.****12. ****Right of Setoff****.**In addition to all liens upon and rights of setoff against theBorrower’s money, securities or other property given to the Bank by law, the Bank shall have, withrespect to the Borrower’s obligations to the Bank under this Note and to the extent permitted bylaw, a contractual possessory security interest in and a contractual right of setoff against, andthe Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers,pledges and transfers to the Bank, all of the Borrower’s right, title and interest in and to, allof the Borrower’s deposits, moneys, securities and other property now or hereafter in thepossession of or on deposit with, or in transit to, the Bank or any other direct or indirectsubsidiary of The PNC Financial Services Group, Inc., whether held in a general or special accountor deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise,excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right ofsetoff may be exercised without demand upon or notice to the Borrower. Every such right of setoffshall be deemed to have been exercised immediately upon the occurrence of an Event of Defaulthereunder without any action of the Bank, although the Bank may enter such setoff on its books andrecords at a later time.**13. ****Indemnity****.**The Borrower agrees to indemnify each of the Bank, each legal entity, ifany, who controls, is controlled by or is under common control with the Bank, and each of theirrespective directors, officers and employees (the **“Indemnified Parties”**), and to defend and holdeach Indemnified Party harmless from and against any and all claims, damages, losses, liabilitiesand expenses (including all fees and charges of internal or external counsel with whom anyIndemnified Party may consult and all expenses of litigation and preparation therefor) which anyIndemnified Party may incur or which may be asserted against any Indemnified Party by any person,entity or governmental authority (including any person or entity claiming derivatively on behalf ofthe Borrower), in connection with or arising out of or relating to the matters referred to in thisNote or in the other Loan Documents or the use of any advance hereunder, whether (a) arising fromor incurred in connection with any breach of a representation, warranty or covenant by theBorrower, or (b) arising out of or resulting from any suit, action, claim, proceeding orgovernmental investigation, pending or threatened, whether based on statute, regulation or order,or tort, or contract or otherwise, before any court or governmental authority; provided,however, that the foregoing indemnity agreement shall not apply to any claims, damages,losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence orwillful misconduct. The indemnity agreement contained in this Section shall survive thetermination of this Note, payment of any advance hereunder and the assignment of any rightshereunder. The Borrower may participate at its expense in the defense of any such action or claim.
 
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**14. ****Miscellaneous.** All notices, demands, requests, consents, approvals and othercommunications required or permitted hereunder (**“Notices”**) must be in writing (except as may beagreed otherwise abovewith respect to borrowing requests) and will be effective upon receipt. Notices may be given in anymanner to which the parties may separately agree, including electronic mail. Without limiting theforegoing, first-class mail, facsimile transmission and commercial courier service are herebyagreed to as acceptable methods for giving Notices. Regardless of the manner in which provided,Notices may be sent to a party’s address as set forth above or to such other address as any partymay give to the other for such purpose in accordance with this paragraph. No delay or omission onthe Bank’s part to exercise any right or power arising hereunder will impair any such right orpower or be considered a waiver of any such right or power, nor will the Bank’s action or inactionimpair any such right or power. The Bank’s rights and remedies hereunder are cumulative and notexclusive of any other rights or remedies which the Bank may have under other agreements, at law orin equity. No modification, amendment or waiver of, or consent to any departure by the Borrowerfrom, any provision of this Note will be effective unless made in a writing signed by the Bank, andthen such waiver or consent shall be effective only in the specific instance and for the purposefor which given. The Borrower agrees to pay on demand, to the extent permitted by law, all costsand expenses incurred by the Bank in the enforcement of its rights in this Note and in any securitytherefor, including without limitation reasonable fees and expenses of the Bank’s counsel. If anyprovision of this Note is found to be invalid, illegal or unenforceable in any respect by a court,all the other provisions of this Note will remain in full force and effect. The Borrower and allother makers and indorsers of this Note hereby forever waive presentment, protest, notice ofdishonor and notice of non-payment. The Borrower also waives all defenses based on suretyship orimpairment of collateral. If this Note is executed by more than one Borrower, the obligations ofsuch persons or entities hereunder will be joint and several. This Note shall bind the Borrowerand its heirs, executors, administrators, successors and assigns, and the benefits hereof shallinure to the benefit of the Bank and its successors and assigns; provided, however,that the Borrower may not assign this Note in whole or in part without the Bank’s written consentand the Bank at any time may assign this Note in whole or in part.If for the purposes of obtaining judgment in any court it is necessary to convert a sum due fromthe Borrower hereunder in the currency expressed to be payable herein (the “specified currency”)into another currency, the parties hereto agree, to the fullest extent that they may effectively doso, that the rate of exchange used shall be that at which in accordance with normal bankingprocedures the Bank could purchase the specified currency with such other currency at the Bank’smain office on the Business Day preceding that on which final, non-appealable judgment is given.The obligations of the Borrower in respect of any sum due to any Lender or the Agent hereundershall, notwithstanding any judgment in a currency other than the specified currency, be dischargedonly to the extent that on the Business Day following receipt by Bank of any sum adjudged to be sodue in such other currency Bank may in accordance with normal, reasonable banking procedurespurchase the specified currency with such other currency. If the amount of the specified currencyso purchased is less than the sum originally due to Bank in the specified currency, the Borroweragrees, to the fullest extent that it may effectively do so, as a separate obligation andnotwithstanding any such judgment, to indemnify Bank against such loss, and if the amount of thespecified currency so purchased exceeds the sum originally due to Bank in the specified currencyBank agrees to remit such excess to the Borrower.This Note has been delivered to and accepted by the Bank and will be deemed to be made in the Statewhere the Bank’s office indicated above is located. **This Note will be interpreted and therights and liabilities of the Bank and the Borrower determined in accordance with the laws of theState where the Bank’s office indicated above is located, excluding its conflict of lawsrules.** The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state orfederal court in the county or judicial district where the Bank’s office indicated above islocated; provided that nothing contained in this Note will prevent the Bank from bringing anyaction, enforcing any award or judgment or exercising any rights against the Borrower individually,against any security or against any property of the Borrower within any other county, state orother foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venueprovided above is the mostconvenient forum for both the Bank and the Borrower. The Borrower waives any objection to venueand any objection based on a more convenient forum in any action instituted under this Note.
 
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**15. ****WAIVER OF JURY TRIAL****.****The Borrower irrevocably waives any and all rights theBorrower may have to a trial by jury in any action, proceeding or claim of any nature relating tothis Note, any documents executed in connection with this Note or any transaction contemplated inany of such documents. The Borrower acknowledges that the foregoing waiver is knowing andvoluntary.****The Borrower acknowledges that it has read and understood all the provisions of this Note,including the confession of judgment and the waiver of jury trial, and has been advised by counselas necessary or appropriate.****[Remainder of Page Intentionally Left Blank]**
 
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**WITNESS**the due execution hereof as a document under seal, as of the date first written above, withthe intent to be legally bound hereby.**WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOTPAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERSOF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THEAGREEMENT, OR ANY OTHER CAUSE.**               WITNESS / ATTEST:   **PREFORMED LINE PRODUCTS COMPANY**                 By:  /s/ Caroline Vaccariello     By: /s/ Eric R. Graef               Name: Caroline Vaccariello     Name: Eric R. Graef            Title: CFO — Vice President of Finance  ***Signature Page to Line of Credit Note***