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                                                                   Exhibit 10(l)



                                CREDIT AGREEMENT

                           DATED AS OF MARCH 30, 2001

                                      AMONG

                           KEITHLEY INSTRUMENTS, INC.

                            THE SUBSIDIARY BORROWERS,

                                  THE LENDERS,

                                       AND

                                  BANK ONE, NA
                                    AS AGENT




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                                TABLE OF CONTENTS



<TABLE>
<S>           <C>                                                                                     <C>
ARTICLE I.    DEFINITIONS.............................................................................. 1


ARTICLE II.   THE CREDITS..............................................................................15
         2.1.     Commitment...........................................................................15
         2.2.     Determination of Dollar Amounts; Required Payments; Termination......................15
         2.3.     Ratable Loans........................................................................15
         2.4.     Types of Advances....................................................................15
         2.6.     Commitment Fee; Reductions in Aggregate Commitment...................................15
         2.7.     Minimum Amount of Each Advance.......................................................16
         2.8.     Optional Principal Payments..........................................................16
         2.9.     Method of Selecting Types and Interest Periods for New Advances......................16
         2.10.    Conversion and Continuation of Outstanding Advances..................................16
         2.11.    Method of Borrowing..................................................................17
         2.12.    Changes in Interest Rate, etc........................................................17
         2.13.    Rates Applicable After Default.......................................................18
         2.14.    Method of Payment....................................................................18
         2.15.    Advances to be Made in Euro..........................................................19
         2.16.    Noteless Agreement; Evidence of Indebtedness.........................................19
         2.17.    Telephonic Notices...................................................................19
         2.18.    Interest Payment Dates; Interest and Fee Basis.......................................20
         2.19.    Notification of Advances, Interest Rates, Prepayments and Commitment Reductions......20
         2.20.    Lending Installations................................................................20
         2.21.    Facility LCs.........................................................................20
                  2.21.1.  Issuance....................................................................20
                  2.21.2.  Participations..............................................................20
                  2.21.3.  Notice......................................................................21
                  2.21.4.  Fees........................................................................21
                  2.21.5.  Administration..............................................................21
                  2.21.6.  Reimbursement...............................................................22
                  2.21.7.  Obligations Absolute........................................................22
                  2.21.8.  Actions of LC Issuer........................................................23
                  2.21.9.  Indemnification.............................................................23
                  2.21.10. Lenders' Indemnification....................................................23
                  2.21.11. Facility LC Collateral Account..............................................24
                  2.21.12. Rights as a Lender..........................................................24
         2.22.    Non-Receipt of Funds by the Agent....................................................24
         2.23.    Market Disruption....................................................................24
         2.24.    Judgment Currency....................................................................25
         2.25.    Replacement of Lender................................................................25
         2.26.    Collateral Security; Further Assurances..............................................25

</TABLE>


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<TABLE>
<S>           <C>                                                                                     <C>
ARTICLE III.   YIELD PROTECTION; TAXES.................................................................26
         3.1.     Yield Protection.....................................................................26
         3.2.     Changes in Capital Adequacy Regulations..............................................27
         3.3.     Availability of Types of Advances....................................................28
         3.4.     Funding Indemnification..............................................................28
         3.5.     Taxes................................................................................28
         3.6.     Lender Statements; Survival of Indemnity.............................................30


ARTICLE IV.   CONDITIONS PRECEDENT.....................................................................30
         4.1.     Initial Advance......................................................................30
         4.2.     Each Advance.........................................................................31


ARTICLE V.   REPRESENTATIONS AND WARRANTIES............................................................32
         5.1.     Existence and Standing...............................................................32
         5.2.     Authorization and Validity...........................................................32
         5.3.     No Conflict; Government Consent......................................................32
         5.4.     Financial Statements.................................................................32
         5.5.     Material Adverse Change..............................................................33
         5.6.     Taxes................................................................................33
         5.7.     Litigation and Contingent Obligations................................................33
         5.8.     Subsidiaries.........................................................................33
         5.9.     ERISA................................................................................33
         5.10.    Accuracy of Information..............................................................33
         5.11.    Regulation U.........................................................................33
         5.12.    Material Agreements..................................................................34
         5.13.    Compliance With Laws.................................................................34
         5.14.    Ownership of Properties..............................................................34
         5.15.    Plan Assets; Prohibited Transactions.................................................34
         5.16.    Environmental Matters................................................................34
         5.17.    Investment Company Act...............................................................34
         5.18.    Public Utility Holding Company Act...................................................34


ARTICLE VI.   COVENANTS................................................................................35
         6.1.     Financial Reporting..................................................................35
         6.2.     Use of Proceeds......................................................................36
         6.3.     Notice of Default....................................................................36
         6.4.     Conduct of Business..................................................................36
         6.5.     Taxes................................................................................36
         6.6.     Insurance............................................................................36
         6.7.     Compliance with Laws.................................................................36
         6.8.     Maintenance of Properties............................................................37
         6.9.     Inspection...........................................................................37
         6.10.    Dividends............................................................................37
         6.11.    Indebtedness.........................................................................37
         6.12.    Merger...............................................................................37
</TABLE>

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<TABLE>
<S>           <C>                                                                                     <C>
         6.13.    Sale of Assets.......................................................................37
         6.14.    Investments and Acquisitions.........................................................38
         6.15.    Liens................................................................................38
         6.16     Financial Covenants..................................................................39
                  6.16.1.     Interest Coverage Ratio..................................................39
                  6.16.2.     Leverage Ratio...........................................................39
         6.16     Financial Covenants..................................................................39


ARTICLE VII.   DEFAULTS................................................................................40


ARTICLE VIII.   ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................42
         8.1.     Acceleration.........................................................................42
         8.2.     Amendments...........................................................................43
         8.3.     Preservation of Rights...............................................................43


ARTICLE IX.  GENERAL PROVISIONS........................................................................45
         9.1.     Survival of Representations..........................................................45
         9.2.     Governmental Regulation..............................................................45
         9.3.     Headings.............................................................................45
         9.4.     Entire Agreement.....................................................................45
         9.5.     Several Obligations; Benefits of this Agreement......................................45
         9.6.     Expenses; Indemnification............................................................45
         9.7.     Numbers of Documents.................................................................46
         9.8.     Accounting...........................................................................46
         9.9.     Severability of Provisions...........................................................46
         9.10.    Nonliability of Lenders..............................................................46
         9.11.    Confidentiality......................................................................46
         9.12.    Nonreliance..........................................................................47
         9.13.    Disclosure...........................................................................47


ARTICLE X.  THE AGENT .................................................................................47
         10.1.    Appointment; Nature of Relationship..................................................47
         10.2.    Powers...............................................................................47
         10.3.    General Immunity.....................................................................47
         10.4.    No Responsibility for Loans, Recitals, etc...........................................47
         10.5.    Action on Instructions of Lenders....................................................48
         10.6.    Employment of Agents and Counsel.....................................................48
         10.7.    Reliance on Documents; Counsel.......................................................48
         10.8.    Agent's Reimbursement and Indemnification............................................48
         10.9.    Notice of Default....................................................................49
         10.10.   Rights as a Lender...................................................................49
         10.11.   Lender Credit Decision...............................................................49
         10.12.   Successor Agent......................................................................49
         10.13.   Agent and Arranger Fees..............................................................50
         10.14.   Delegation to Affiliates.............................................................50
</TABLE>

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<TABLE>
<S>          <C>                                                                                      <C>
ARTICLE XI.  SETOFF; RATABLE PAYMENTS..................................................................50
         111.1.   Setoff...............................................................................50
         11.2.    Ratable Payments.....................................................................50


ARTICLE XII.   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................51
         12.1.    Successors and Assigns...............................................................51
         12.2.    Participations.......................................................................51
                  12.2.1.     Permitted Participants; Effect...........................................51
                  12.2.2.     Voting Rights............................................................51
                  12.2.3.     Benefit of Setoff........................................................52
         12.3.    Assignments..........................................................................52
                  12.3.1.     Permitted Assignments....................................................52
                  12.3.2.     Effect; Effective Date...................................................52
         12.4.    Dissemination of Information.........................................................53
         12.5.    Tax Treatment........................................................................53


ARTICLE XIII.   NOTICES................................................................................53
         13.1.    Notices..............................................................................53
         13.2.    Change of Address....................................................................53


ARTICLE XIV.  COUNTERPARTS.............................................................................53


ARTICLE XVI.   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL............................54
         15.1.    CHOICE OF LAW........................................................................54
         15.2.    CONSENT TO JURISDICTION..............................................................54
         15.3.    WAIVER OF JURY TRIAL.................................................................54


PRICING SCHEDULE.......................................................................................56
</TABLE>


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                                CREDIT AGREEMENT

         This Agreement, dated as of March 30, 2001, is among Keithley
Instruments, Inc., an Ohio corporation (the "Company"), the Subsidiary Borrowers
(as hereinafter defined) from time to time parties hereto (together with the
Company, the "Borrowers"), the Lenders and Bank One, NA, a national banking
association, having its principal office in Columbus, Ohio, as LC Issuer and
Agent. The parties hereto agree as follows:



                                    ARTICLE I

                                   DEFINITIONS


         As used in this Agreement:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any Subsidiary (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Advance" means a borrowing hereunder, (i) made by some or all of the
Lenders on the same Borrowing Date, or (ii) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and, in the
case of Eurocurrency Loans, in the same Agreed Currency and for the same
Interest Period.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "Agreed Currencies" means (i) Dollars, (ii) the Euro, so long as the
Euro remains an Eligible Currency, and (iii) any other Eligible Currency which
the Company requests the Agent to include as an Agreed Currency hereunder and
which is acceptable to all of the Lenders. For the purposes of this definition,
each of the specific currencies referred to in clause (ii), above, shall mean
and be deemed to refer to the lawful currency of the jurisdiction referred to in
connection with such currency, e.g., "Irish Pounds" means the lawful currency of
Ireland.



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         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.

         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Facility Fees are accruing on the Aggregate Commitment at such time as
set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Approximate Equivalent Amount" of any currency with respect to any
amount of Dollars shall mean the Equivalent Amount of such currency with respect
to such amount of Dollars on or as of such date, rounded up to the nearest
amount of such currency as determined by the Agent from time to time.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means, with respect to any Borrower, any of the
President, Chief Financial Officer, Treasurer or Secretary of such Borrower, or
any other person designated by any of the foregoing in writing to the Agent from
time to time to act on behalf of such Borrower, in each case, acting singly.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, NA, a national banking association having
its principal office in Columbus, Ohio, in its individual capacity, and its
successors.

         "Borrower" is defined in the preamble hereto.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Columbus and New York for the conduct of
substantially all of their commercial lending activities,



                                       2
<PAGE>   8

interbank wire transfers can be made on the Fedwire system and dealings in
Dollars and the other Agreed Currencies are carried on in the London interbank
market (and, if the Advances which are the subject of such borrowing, payment or
rate selection are denominated in Euro, a day upon which such clearing system as
is determined by the Agent to be suitable for clearing or settlement of the Euro
is open for business) and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Columbus for the
conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended) of 20% or more of the outstanding shares of voting
stock of the Company

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Documents" means, collectively, the Guaranties and any
other agreements or documents providing support for the Obligations at any time,
as any of the foregoing may be amended or modified from time to time.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans to, and participate in Facility LCs issued upon the
application of, any Borrower in an aggregate amount not exceeding at any time
outstanding the amount set forth opposite such Lender's name on the signature
pages hereto under the heading "Commitment", as it may be modified as a result
of any assignment that has become effective pursuant to Section 12.3.2 or as
otherwise modified from time to time pursuant to the terms hereof.

         "Company" is defined in the preamble hereto.

         "Computation Date" is defined in Section 2.2.



                                       3
<PAGE>   9

         "Consolidated EBIT" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, and (ii) expense for income taxes paid or accrued, all
calculated for the Company and its Subsidiaries on a consolidated basis.

         "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for income taxes paid or accrued, (iii)
depreciation, and (iv) amortization, all calculated for the Company and its
Subsidiaries on a consolidated basis.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Company and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Funded Debt" as of any date, means the sum of all
interest bearing Indebtedness (including Capitalized Lease Obligations) for the
Company and its Subsidiaries on a consolidated basis.

         "Consolidated Net Income" means, with reference to any period, the net
operating income (or loss) of the Company and its Subsidiaries calculated on a
consolidated basis for such period (without giving effect to any extraordinary
losses or extraordinary gains).

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Company and its Subsidiaries calculated on a consolidated basis for such
period.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with any Borrower or any
of the Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Cost Rate" means

1.       The cost of compliance with existing requirements of the Bank of
         England Act 1998 (the "Act") and/or Bank of England and/or the
         Financial Services Authority (or any authority which replaces all or
         any of their functions) of a requirement to place non-interest-bearing
         or Special Deposits (whether interest bearing or not) with the Bank of
         England and/or pay fees to the Financial Services Authority in respect
         of liabilities used to fund Advances denominated in British Pounds
         Sterling will be calculated by the Agent in relation to each Advance on
         the basis of rates supplied by the Agent by reference to the
         circumstances existing on the first day of each Interest Period in
         respect of such Advance and, if any such Interest Period exceeds three
         months, at three calendar monthly intervals from the first day of such
         Interest Period during its duration calculated in accordance with the
         following formula:

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<PAGE>   10


         AB +C(B-D) + E x 0.01  per cent per annum
         ---------------------
         100 - (A+C)

Where:

         A.       is the percentage of eligible liabilities (assuming these to
                  be in excess of any stated minimum) which the Agent is from
                  time to time required pursuant to the Act to maintain as an
                  interest free cash ratio deposit with the Bank of England to
                  comply with cash ratio requirements.

         B.       is the percentage (expressed as a decimal) rate per annum at
                  which British Pounds Sterling deposits are offered by the
                  Agent in accordance with its normal practice, for a period
                  equal to (a) the relevant Interest Period (or, as the case may
                  be, remainder of such Interest Period) in respect of the
                  relevant Advance or (b) three months, whichever is the
                  shorter, to a leading bank in the London Interbank Market at
                  or about 11:00 a.m. in a sum approximately equal to the amount
                  of such Advance.

         C.       is the percentage of eligible liabilities which the Agent is
                  required from time to time to maintain as interest bearing
                  special deposits with the Bank of England.

         D.       is the percentage (expressed as a decimal) rate per annum
                  payable by the Bank of England to the Agent on interest
                  bearing special deposits.

         E.       is the rate payable by the Agent to the Financial Services
                  authority pursuant to the Fees Regulations (but, for this
                  purpose, the figure at paragraph [2.02b]/[2.03b] of the Fees
                  Regulations shall be deemed to be zero) and calculated in
                  British Pounds Sterling per pound 1,000,000 of the Fee Base of
                  the Agent.

2.       For the purposes of this definition:

         (a)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" shall bear the
                  meanings ascribed to them from time to time under or pursuant
                  to the Bank of England Act 1998 or (as appropriate) by the
                  Bank of England;

         (b)      "FEE REGULATIONS" means the Banking Supervision (Fees)
                  Regulations 1998 or such other regulations as may be in force
                  from time to time in respect of the payment of fees for
                  banking supervision; and

         (c)      "FEE BASE" shall bear the meaning ascribed to it, and shall be
                  calculated in accordance with, the Fees Regulations.

3.   The percentages used in A and C above shall be those required to be
     maintained on the first day of the relevant period as determined in
     accordance with B above.

4.   In application of the above formula, A, B, C and D will be included in the
     formula as figures and not as percentages e.g. if A is 0.5 percent and B is
     12 percent, AB will be calculated as 0.5 x 12 and not as 0.5 per cent x 12
     per cent.


                                       5
<PAGE>   11


5.       Calculations will be made on the basis of a 365 day year (or, if market
         practice differs, in accordance with market practice).

6.       A negative result obtained by subtracting D from B shall be taken as
         zero.

7.       The resulting figures shall be rounded upwards, if not already such a
         multiple, to the nearest whole multiple of one-thirty second of one
         percent per annum.

8.       Additional amounts calculated in accordance with this definition are
         payable on the last day of the Interest Period to which they relate.

9.       The determination of the relevant Cost Rate by the Agent in relation to
         any period shall, in the absence of manifest error, be conclusive and
         binding on all of the parties hereto.

10.      The Agent may from time to time, after consultation with the Company
         and the Lenders, determine and notify to all parties any amendments or
         variations which are required to be made to the formula set out above
         in order to comply with any requirements from time to time imposed by
         the Bank of England or the Financial Services Authority (or any other
         authority which replaces all or any of their functions) in relation to
         Advances denominated in British Pounds Sterling (including any
         requirements relating to British Pounds Sterling primary liquidity)
         and, any such determination shall, in the absence of manifest error, be
         conclusive and binding on all the parties hereto.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "Dollar Amount" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the equivalent in such
currency of such amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such currency on the London market at
11:00 a.m., London time, on or as of the most recent Computation Date provided
for in Section 2.2.

         "Domestic Subsidiary" means each present and future Subsidiary of any
Borrower which is not a Foreign Subsidiary.

         "Effective Date" means March 30, 2001.

         "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated. If, after the designation
by the Lenders of any currency as an Agreed Currency, (x) currency control or
other exchange regulations are imposed in the country in which such currency is
issued with the result that different types of such currency are introduced, (y)
such currency is, in the determination of the Agent, no longer readily available
or freely traded or (z) in the determination of the Agent, an Equivalent Amount
of such currency is not readily calculable, the



                                       6
<PAGE>   12

Agent shall promptly notify the Lenders and the Company, and such currency shall
no longer be an Agreed Currency until such time as all of the Lenders agree to
reinstate such currency as an Agreed Currency and promptly, but in any event
within five Business Days of receipt of such notice from the Agent, the affected
Borrower shall repay all Loans in such affected currency or convert such Loans
into Loans in Dollars or another Agreed Currency, subject to the other terms set
forth in Article II.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "Equivalent Amount" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Euro" and/or "EUR" means the euro referred to in Council Regulation
(EC) No. 1103/97 dated June 17, 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states of the
European Union that participate in the third stage of Economic and Monetary
Union.

         "Euro Implementation Date" means January 1, 1999.

         "Eurocurrency" means any Agreed Currency other than Dollars.

         "Eurocurrency Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurocurrency Rate.

         "Eurocurrency Payment Office" of the Agent shall mean, for each of the
Agreed Currencies, the office, branch, affiliate or correspondent bank of the
Agent specified as the "Eurocurrency Payment Office" for such currency in
Schedule 4 hereto or such other office, branch, affiliate or correspondent bank
of the Agent as it may from time to time specify to the Company and each Lender
as its Eurocurrency Payment Office.

         "Eurocurrency Reference Rate" means, with respect to a Eurocurrency
Advance for the relevant Interest Period, the rate determined by the Agent to be
the rate at which Bank One offers to place deposits in the applicable Agreed
Currency with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first days of such
Interest Period, in the approximate amount of Bank One's relevant Eurocurrency
Loan and having a maturity equal to such Interest Period, plus, in each case,
all other applicable costs and reserves for any Eurocurrency Advance in any
Agreed Currency and, in each case in which the Eurocurrency Advance is to be
made in British Pounds Sterling, the Cost Rate.



                                       7
<PAGE>   13

         "Eurocurrency Loan" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the applicable Eurocurrency Rate.

         "Eurocurrency Rate" means, with respect to a Eurocurrency Advance for
the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurocurrency Reference Rate applicable to such Interest Period, divided by (b)
one minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the Applicable Margin.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Facility LC" is defined in Section 2.20.1.

         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" is defined in Section 2.20.11.

         "Facility Termination Date" means March 30, 2004 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m.
(Columbus time) on such day on such transactions received by the Agent from
three Federal funds brokers of recognized standing selected by the Agent in its
sole discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any Rate Management
Transaction.

         "Fixed Charge Coverage Ratio" means, as of the end of any fiscal
quarter, the ratio of (i) Consolidated EBIT, plus the Consolidated Rentals, to
(ii) the sum of Consolidated Interest Expense plus Consolidated Rentals, in each
case calculated for the four consecutive fiscal quarters then most recently
ended.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.



                                       8
<PAGE>   14

         "Foreign Subsidiary" means each Subsidiary organized under the laws of
a jurisdiction outside of the United States.

         "Guaranteed Obligations" means, collectively, (i) the Obligations and
(ii) all Rate Management Obligations owing to one or more Lenders.

         "Guarantor" means, with respect to the Obligations of any Subsidiary
Borrower, the Company, and any other Person executing a Guaranty at any time.

         "Guaranty" means each guaranty agreement in substantially the form of
Exhibit A hereto, duly executed and delivered by each Guarantor in favor of the
Agent, for the ratable benefit of the Lenders, as it may be amended or modified
and in effect from time to time.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vi) Capitalized Lease Obligations
and (vii) any other obligation for borrowed money or other financial
accommodation which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person.

         "Interest Period" means, with respect to a Eurocurrency Advance, a
period of one, two, three, six or twelve months commencing on a Business Day
selected by a Borrower pursuant to this Agreement. Such Interest Period shall
end on the day which corresponds numerically to such date one, two, three, six
or twelve months thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second, third, sixth or twelfth
succeeding month, such Interest Period shall end on the last Business Day of
such next, second, third, sixth or twelfth succeeding month. If an Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end on the next succeeding Business Day, provided, however, that if
said next succeeding Business Day falls in a new calendar month, such Interest
Period shall end on the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "Joinder Agreement" means the Joinder Agreement to be entered into by
each Subsidiary Borrower subsequent to the date hereof pursuant to Section
8.2.2, substantially in the form of Exhibit B.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.


                                       9
<PAGE>   15

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on Schedule 5/the agency information sheets provided to the Agent in connection
herewith or otherwise selected by such Lender or the Agent pursuant to Section
2.19.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Funded Debt outstanding on such date to (ii) Consolidated EBITDA
for the Company's then most-recently ended four fiscal quarters.

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.20.5.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means a Revolving Loan.

         "Loan Documents" means this Agreement, the Facility LC Applications,
any Notes issued pursuant to Section 2.15, the Collateral Documents and any
other agreements, certificates and other documents contemplated hereby or
executed or delivered pursuant hereto by any Borrower or any Guarantor at any
time with or in favor of the Agent or any Lender.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrowers and their Subsidiaries taken as a whole, (ii) the
ability of the Borrowers and the Guarantor to perform their obligations under
the Loan Documents, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent, the LC Issuer or the Lenders
thereunder.

         "Material Indebtedness" is defined in Section 7.5.

         "Modify" and "Modification" are defined in Section 2.20.1.

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


                                       10
<PAGE>   16

         "Multiemployer Plan" means any Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which any Borrower or any
member of the Controlled Group has a contribution obligation and to which more
than one unrelated employer has a contribution obligation.

         "National Currency Unit" means the unit of currency (other than a Euro
unit) of each member state of the European Union that participates in the third
stage of Economic and Monetary Union.

         "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. "Unrealized
losses" means the fair market value of the cost to such Person of replacing such
Rate Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

         "Non-U.S. Borrower" is defined in Section 3.1(b).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.15.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, the Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Borrowers to the Lenders or to any Lender, the Agent, the LC Issuer or any
indemnified party arising under the Loan Documents.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Operating Lease Obligations" means, as at any date of determination,
the amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate (which discount rate
shall equal the discount rate which would be applied under Agreement Accounting
Principles if such Operating Lease were a Capitalized Lease) from the date on
which each fixed lease payment is due under such Operating Lease to such date of
determination, of all fixed lease payments due under all Operating Leases of the
Company and its Subsidiaries.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations
at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last Business Day of each March, June,
September and December.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.



                                       11
<PAGE>   17

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is subject to Title
IV of ERISA or the minimum funding standards imposed under Section 412 of the
Code as to which the Company or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into between
any Borrower and any Lender or Affiliate thereof which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.



                                       12
<PAGE>   18

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrowers then outstanding under Section 2.20 to reimburse
the LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Reportable Event" means an event described in Section 4043(c) of ERISA
and the regulations issued under such section, excluding, however, such events
as to which the PBGC has by regulation waived the requirement of Section 4043(a)
of ERISA that it be notified within 30 days after the occurrence of such event,
including without limitation, a decrease in active participants; a distribution
to a substantial owner; a person ceasing to be a member of a controlled group;
declaration of an extraordinary dividend; a redemption of stock; a transfer of
benefit liabilities outside the Controlled Group and a loan default (except as
otherwise provided in this Agreement); provided, however, that a failure to meet
the minimum funding standard of Section 412 of the Code and of Section 302 of
ERISA shall be treated as a Reportable Event regardless of the issuance of any
such waiver of the notice requirement in accordance with either Section 4043(a)
of ERISA or Section 412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (or any
conversion or continuation thereof).

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Single Employer Plan" means any Plan that is not a Multiemployer Plan,
which is maintained by the Company or any member of the Controlled Group for
employees of a Borrower or any member of the Controlled Group.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the



                                       13
<PAGE>   19

time be so owned or controlled. Unless otherwise specified, reference to
"Subsidiary" shall mean each Subsidiary of the Company and each Subsidiary.

         "Subsidiary Borrower" means each Subsidiary listed as a Subsidiary
Borrower in Schedule 1.1 as amended from time to time in accordance with Section
8.2.2.

         "Subsidiary Opinion" means with respect to any Subsidiary Borrower, a
legal opinion of counsel to such Subsidiary Borrower addressed to the Agent and
the Lenders concluding that such Subsidiary Borrower and the Loan Documents to
which it is a party substantially comply with the matters listed on Exhibit C,
with such assumptions, qualifications and deviations therefrom as the Agent
shall approve.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which represents more than, with respect
to any single transaction, 10% of the consolidated assets of the Company and its
Subsidiaries as would be shown in the consolidated financial statements of the
Company and its Subsidiaries as at the beginning of the twelve-month period
ending with the month in which such determination is made, or, with respect to
all such transactions since the Effective Date, 25% of the consolidated assets
of the Company and its Subsidiaries as would be shown in the consolidated
financial statements of the Company and its Subsidiaries as at the beginning of
the twelve-month period ending with the month in which such determination is
made.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurocurrency Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plans' assets determined as of
the then most recent valuation date for each such Plan using PBGC actuarial
assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.


                                       14
<PAGE>   20
                                   ARTICLE II

                                   THE CREDITS


         2.1. Commitment. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to (i) make Loans to each
Borrower in Agreed Currencies from time to time and (ii) participate in Facility
LCs issued upon the request of each Borrower, provided that (i) all Floating
Rate Loans shall be made in Dollars and (ii) after giving effect to the making
of each such Loan and the issuance of each such Facility LC, such Lender's
Outstanding Credit Exposure shall not exceed its Commitment. Subject to the
terms of this Agreement, a Borrower may borrow, repay and reborrow at any time
prior to the Facility Termination Date. The Commitments to extend credit
hereunder shall expire on the Facility Termination Date. The LC Issuer will
issue Facility LCs hereunder on the terms and conditions set forth in Section
2.20.

         2.2. Determination of Dollar Amounts; Required Payments; Termination.
The Agent will determine the Dollar Amount of:

         (a)      each Advance as of the date three Business Days prior to the
                  Borrowing Date or, if applicable, date of
                  conversion/continuation of such Advance, and

         (b)      all outstanding Advances on and as of the last Business Day of
                  each month and on any other Business Day elected by the Agent
                  in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the Agent determines Dollar Amounts as described in
the preceding clauses (a) and (b) is herein described as a "Computation Date"
with respect to each Advance for which a Dollar Amount is determined on or as of
such day. If at any time the Dollar Amount of the sum of the aggregate principal
amount of all outstanding Advances (calculated, with respect to those Advances
denominated in Agreed Currencies other than Dollars, as of the most recent
Computation Date with respect to each such Advance) exceeds the Aggregate
Commitment, the Borrowers shall immediately repay Advances in an aggregate
principal amount sufficient to eliminate any such excess.

The Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall
be paid in full by the Borrowers on the Facility Termination Date.

         2.3. Ratable Loans. Each Advance hereunder shall consist of Revolving
Loans made from the several Lenders ratably according to their Pro Rata Shares.

         2.4. Types of Advances The Advances may be Floating Rate Advances or
Eurocurrency Advances, or a combination thereof, selected by a Borrower in
accordance with Sections 2.8 and 2.9.

         2.5. Facility Fee; Reductions in Aggregate Commitment. The Borrowers
agree to pay to the Agent for the account of each Lender according to its Pro
Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate
on the average daily Aggregate Commitment from the date hereof to and including
the Facility Termination Date, payable on each Payment Date hereafter and on the
Facility Termination Date. The Company may permanently reduce the Aggregate
Commitment in whole, or in part ratably among the Lenders in integral multiples
of $500,000 (or the Approximate Equivalent Amount if denominated in an Agreed
Currency other than Dollars), upon at least five Business Days'


                                       15
<PAGE>   21

written notice to the Agent, which notice shall specify the amount of any such
reduction, provided, however, that the amount of the Aggregate Commitment may
not be reduced below the Aggregate Outstanding Credit Exposure. All accrued
facility fees shall be payable on the effective date of any termination of the
obligations of the Lenders to make Credit Extensions hereunder.

         2.6. Minimum Amount of Each Advance. Each Eurocurrency Advance shall be
in a minimum amount of $500,000 and in integrals of $100,000 thereafter (or the
Approximate Equivalent Amounts if denominated in an Agreed Currency other than
Dollars), and each Floating Rate Advance shall be in the minimum amount of
$100,000 and in integrals of $100,000 thereafter, provided, however, that any
Floating Rate Advance may be in the amount of the unused Available Aggregate
Commitment.

         2.7. Optional Principal Payments. The Borrowers may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances, or, in
a minimum aggregate amount of $100,000 or any integral multiple of $100,000 in
excess thereof, any portion of the outstanding Floating Rate Advances upon two
Business Days' prior notice to the Agent. The Borrowers may from time to time
pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurocurrency
Advances, or, in a minimum aggregate amount of $500,000 or any integral multiple
of $100,000 in excess thereof (or the Approximate Equivalent Amount if
denominated in an Agreed Currency other than Dollars), any portion of the
outstanding Eurocurrency Advances upon three Business Days' prior notice to the
Agent.

         2.8. Method of Selecting Types and Interest Periods for New Advances. A
Borrower shall select the Type of Advance and, in the case of each Eurocurrency
Advance, the Interest Period and Agreed Currency applicable thereto from time to
time. A Borrower shall give the Agent irrevocable notice (a "Borrowing Notice")
not later than 10:00 a.m. (Columbus time) on the Borrowing Date of each Floating
Rate Advance, three Business Days before the Borrowing Date for each
Eurocurrency Advance denominated in Dollars and four Business Days before the
Borrowing Date for each Eurocurrency Advance denominated in an Agreed Currency
other than Dollars, specifying:

         (i)      the Borrowing Date, which shall be a Business Day, of
                  such Advance,

         (ii)     the aggregate amount of such Advance,

         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurocurrency Advance, the Interest
                  Period and Agreed Currency applicable thereto.

         2.9. Conversion and Continuation of Outstanding Advances. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurocurrency Advances pursuant to this Section
2.9 or are repaid in accordance with Section 2.7. Each Eurocurrency Advance
shall continue as a Eurocurrency Advance until the end of the then applicable
Interest Period therefor, at which time:

         (i)      each such Eurocurrency Advance denominated in Dollars shall be
                  automatically converted into a Floating Rate Advance unless
                  (x) such Eurocurrency Advance is or was repaid in accordance
                  with Section 2.7 or (y) a Borrower shall have given the Agent
                  a Conversion/Continuation Notice (as defined below) requesting
                  that, at the end of such Interest Period, such Eurocurrency
                  Advance either continue as a Eurocurrency Advance for the same
                  or another Interest Period or be converted into a Floating
                  Rate Advance; and


                                       16
<PAGE>   22

         (ii)     each such Eurocurrency Advance denominated in an Agreed
                  Currency other than Dollars shall automatically continue as a
                  Eurocurrency Advance in the same Agreed Currency with an
                  Interest Period of one month unless (x) such Eurocurrency
                  Advance is or was repaid in accordance with Section 2.7 or (y)
                  a Borrower shall have given the Agent a
                  Conversion/Continuation Notice (as defined below) requesting
                  that, at the end of such Interest Period, such Eurocurrency
                  Advance continue as a Eurocurrency Advance for the same or
                  another Interest Period.

Subject to the terms of Section 2.6, each Borrower may elect from time to time
to convert all or any part of an Advance of any Type into any other Type or
Types of Advances denominated in the same or any other Agreed Currency; provided
that any conversion of any Eurocurrency Advance shall be made on, and only on,
the last day of the Interest Period applicable thereto. A Borrower shall give
the Agent irrevocable notice (a "Conversion/Continuation Notice") of each
conversion of an Advance or continuation of a Eurocurrency Advance not later
than 10:00 a.m. (Columbus time) on the Business Day, in the case of a conversion
into a Floating Rate Advance, three Business Days, in the case of a conversion
into or continuation of a Eurocurrency Advance denominated in Dollars, or four
Business Days, in the case of a conversion into or continuation of a
Eurocurrency Advance denominated in an Agreed Currency other than Dollars, prior
to the date of the requested conversion or continuation, specifying:

         (i)      the requested date, which shall be a Business Day, of such
                  conversion or continuation, and

         (ii)     the Agreed Currency, amount and Type(s) of Advance(s) into
                  which such Advance is to be converted or continued and, in the
                  case of a conversion into or continuation of a Eurocurrency
                  Advance, the duration of the Interest Period applicable
                  thereto.

         2.10. Method of Borrowing. On each Borrowing Date, each Lender shall
make available its Loan or Loans, if any, (i) if such Loan is denominated in
Dollars, not later than noon, Columbus time, in Federal or other funds
immediately available to the Agent, in Columbus, Ohio at its address specified
in or pursuant to Article XIII and, (ii) if such Loan is denominated in an
Agreed Currency other than Dollars, not later than noon, local time, in the city
of the Agent's Eurocurrency Payment Office for such currency, in such funds as
may then be customary for the settlement of international transactions in such
currency in the city of and at the address of the Agent's Eurocurrency Payment
Office for such currency. Unless the Agent determines that any applicable
condition specified in Article IV has not been satisfied, the Agent will make
the funds so received from the Lenders available to the Borrower at the Agent's
aforesaid address. Notwithstanding the foregoing provisions of this Section
2.10, to the extent that a Loan made by a Lender matures on the Borrowing Date
of a requested Loan, such Lender shall apply the proceeds of the Loan it is then
making to the repayment of principal of the maturing Loan.


         2.11. Changes in Interest Rate, etc. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is converted from a Eurocurrency
Advance into a Floating Rate Advance pursuant to Section 2.9 to but excluding
the date it becomes due or is converted into a Eurocurrency Advance pursuant to
Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day.
Changes in the rate of interest on that portion of any Advance maintained as a
Floating Rate Advance will take effect simultaneously with each change in the
Alternate Base Rate. Each Eurocurrency Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Agent as



                                       17
<PAGE>   23

applicable to such Eurocurrency Advance based upon the Borrower's selections
under Sections 2.8 and 2.9 and otherwise in accordance with the terms hereof. No
Interest Period may end after the Facility Termination Date.

         2.12. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Company (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurocurrency Advance. During the continuance of
a Default the Required Lenders may, at their option, by notice to the Company
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurocurrency
Advance shall bear interest for the remainder of the applicable Interest Period
at the rate otherwise applicable to such Interest Period plus 2% per annum, (ii)
each Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum, and (iii) the LC
Fee shall be increased by 2% per annum, provided that, during the continuance of
a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i)
and (ii) above and the increase in the LC Fee set forth in the clause (iii)
above shall be applicable to all Credit Extensions without any election or
action on the part of the Agent or any Lender.

         2.13. Method of Payment. (i) Each Advance shall be repaid and each
payment of interest thereon shall be paid in the currency in which such Advance
was made or, where such currency has converted to the Euro, in the Euro. All
payments of the Obligations hereunder shall be made, without setoff, deduction,
or counterclaim, in immediately available funds to the Agent at (except as set
forth in the next sentence) the Agent's address specified pursuant to Article
XIII, or at any other Lending Installation of the Agent specified in writing by
the Agent to the Company, by noon (local time) on the date when due and shall
(except in the case of Reimbursement Obligations for which the LC Issuer has not
been fully indemnified by the Lenders, or as otherwise specifically required
hereunder) applied ratably by the Agent among the Lenders. All payments to be
made by the Borrowers hereunder in any currency other than Dollars shall be made
in such currency on the date due in such funds as may then be customary for the
settlement of international transactions in such currency for the account of the
Agent, at its Eurocurrency Payment Office for such currency and shall be applied
ratably by the Agent among the Lenders. Each payment delivered to the Agent for
the account of any Lender shall be delivered promptly by the Agent to such
Lender in the same type of funds that the Agent received at, (a) with respect to
Floating Rate Loans and Eurocurrency Loans denominated in Dollars, its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender and (b) with respect to
Eurocurrency Loans denominated in an Agreed Currency other than Dollars, in the
funds received from the Borrower at the address of the Agent's Eurocurrency
Payment Office for such currency. The Agent is hereby authorized to charge the
primary deposit account of each Borrower maintained with Bank One or any of its
Affiliates for each payment of principal, interest, Reimbursement Obligations
and fees as it becomes due hereunder. Each reference to the Agent in this
Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC
Issuer, in the case of payments required to be made by a Borrower to the LC
Issuer pursuant to Section 2.20.6.

         (ii) Notwithstanding the foregoing provisions of this Section, if,
after the making of any Advance in any currency other than Dollars, currency
control or exchange regulations are imposed in the country which issues such
currency with the result that the type of currency in which the Advance was made
(the "Original Currency") no longer exists or a Borrower is not able to make
payment to the Agent for the account of the Lenders in such Original Currency,
then all payments to be made by such Borrower hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar


                                       18
<PAGE>   24


Amount (as of the date of repayment) of such payment due, it being the intention
of the parties hereto that the Borrowers take all risks of the imposition of any
such currency control or exchange regulations. For purposes of this Section
2.13(ii), the commencement of the third stage of European Economic and Monetary
Union and the occurrence of the Euro Implementation Date shall not constitute
the imposition of currency control or exchange regulations.

         2.14. Advances to be Made in Euro. If any Advance made (or to be made)
on or after the Euro Implementation Date would, but for the provisions of this
Section 2.14, be capable of being made in either the Euro or in a National
Currency Unit, such Advance shall be made in the Euro.

         2.15. Noteless Agreement; Evidence of Indebtedness. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (ii) The Agent shall maintain accounts in which it will record (a) the
amount of each Loan made hereunder, the Agreed Currency and Type thereof and the
Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each
Lender hereunder, (c) the original stated amount of each Facility LC and the
amount of the LC Obligations outstanding at any time, and (d) the amount of any
sum received by the Agent hereunder from a Borrower and each Lender's share
thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrowers to repay the
Obligations in accordance with their terms.

         (iv) Any Lender may request that its Loans be evidenced by a promissory
note representing its Revolving Loans (a "Note"). In such event, the Borrowers
shall prepare, execute and deliver to such Lender a Note payable to the order of
such Lender in the form attached as Exhibit H. Thereafter, the Loans evidenced
by such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 12.3) be represented by one or more Notes payable
to the order of the payee named therein or any assignee pursuant to Section
12.3, except to the extent that any such Lender or assignee subsequently returns
any such Note for cancellation and requests that such Loans once again be
evidenced as described in paragraphs (i) and (ii) above.

         2.16. Telephonic Notices. Each Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Agreed Currencies and Types of Advances and to transfer funds based on
telephonic notices made by any person or persons the Agent or any Lender in good
faith believes to be acting on behalf of a Borrower, it being understood that
the foregoing authorization is specifically intended to allow Borrowing Notices
and Conversion/Continuation Notices to be given telephonically. Each Borrower
agrees to deliver promptly to the Agent a written confirmation, if such
confirmation is requested by the Agent or any Lender, of each telephonic notice
signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Agent and the Lenders, the records
of the Agent and the Lenders shall govern absent manifest error.

         2.17. Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the



                                       19
<PAGE>   25

date hereof and at maturity. Interest accrued on each Eurocurrency Advance shall
be payable on the last day of its applicable Interest Period, on any date on
which the Eurocurrency Advance is prepaid, whether by acceleration or otherwise,
and at maturity. Interest accrued on each Eurocurrency Advance having an
Interest Period longer than three months shall also be payable on the last day
of each three-month interval during such Interest Period. Interest, facility
fees and LC Fees shall be calculated for actual days elapsed on the basis of a
360-day year, except for interest on Loans denominated in British Pounds
Sterling which shall be calculated for actual days elapsed on the basis of a
365-day year. Interest shall be payable for the day an Advance is made but not
for the day of any payment on the amount paid if payment is received prior to
noon (local time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and, in the case
of a principal payment, such extension of time shall be included in computing
interest in connection with such payment.

         2.18. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. Promptly after notice from the LC Issuer, the Agent will notify
each Lender of the contents of each request for issuance of a Facility LC
hereunder. The Agent will notify each Lender of the interest rate applicable to
each Eurocurrency Advance promptly upon determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

         2.19. Lending Installations. Each Lender will book its Loans and its
participation in any LC Obligations and the LC Issuer may book the Facility LCs
at the appropriate Lending Installation listed on Schedule 5/the administrative
information sheets provided to the Agent in connection herewith or such other
Lending Installation designated by such Lender in accordance with the final
sentence of this Section 2.19. All terms of this Agreement shall apply to any
such Lending Installation and the Loans, Facility LCs, participations in LC
Obligations and any Notes issued hereunder shall be deemed held by each Lender
or the LC Issuer, as the case may be, for the benefit of any such Lending
Installation. Each Lender and the LC Issuer may, by written notice to the Agent
and the Company in accordance with Article XIII, designate replacement or
additional Lending Installations through which Loans will be made by it or
Facility LCs will be issued by it and for whose account Loan payments or
payments with respect to Facility LCs are to be made.

         2.20. Facility LCs.

                  2.20.1. Issuance. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue standby letters of
         credit (each, a "Facility LC") and to renew, extend, increase, decrease
         or otherwise modify each Facility LC ("Modify," and each such action a
         "Modification"), from time to time from and including the date of this
         Agreement and prior to the Facility Termination Date upon the request
         of a Borrower; provided that immediately after each such Facility LC is
         issued or Modified, (i) the aggregate amount of the outstanding LC
         Obligations shall not exceed $2,000,000 and (ii) the Aggregate
         Outstanding Credit Exposure shall not exceed the Aggregate Commitment.
         No Facility LC shall have an expiry date later than the earlier of (x)
         the fifth Business Day prior to the Facility Termination Date and (y)
         one year after its issuance.

                  2.20.2. Participations. Upon the issuance or Modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.20,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and



                                       20
<PAGE>   26

         irrevocably purchased from the LC Issuer, a participation in such
         Facility LC (and each Modification thereof) and the related LC
         Obligations in proportion to its Pro Rata Share.

                  2.20.3. Notice. Subject to Section 2.20.1, a Borrower shall
         give the LC Issuer notice prior to 10:00 a.m. (Columbus time) at least
         five Business Days prior to the proposed date of issuance or
         Modification of each Facility LC, specifying the beneficiary, the
         proposed date of issuance (or Modification) and the expiry date of such
         Facility LC, and describing the proposed terms of such Facility LC and
         the nature of the transactions proposed to be supported thereby. Upon
         receipt of such notice, the LC Issuer shall promptly notify the Agent,
         and the Agent shall promptly notify each Lender, of the contents
         thereof and of the amount of such Lender's participation in such
         proposed Facility LC. The issuance or Modification by the LC Issuer of
         any Facility LC shall, in addition to the conditions precedent set
         forth in Article IV (the satisfaction of which the LC Issuer shall have
         no duty to ascertain), be subject to the conditions precedent that such
         Facility LC shall be satisfactory to the LC Issuer and that the
         requesting Borrower shall have executed and delivered such application
         agreement and/or such other instruments and agreements relating to such
         Facility LC as the LC Issuer shall have reasonably requested (each, a
         "Facility LC Application"). In the event of any conflict between the
         terms of this Agreement and the terms of any Facility LC Application,
         the terms of this Agreement shall control.

                  2.20.4. LC Fees. The Borrowers shall pay to the Agent, for the
         account of the Lenders ratably in accordance with their respective Pro
         Rata Shares, (i) a letter of credit fee on the average daily undrawn
         stated amount under such Facility LC at a per annum rate equal to (a)
         with respect to any Facility Fee issued in Dollars in the United
         States, the Applicable Margin for Dollar denominated Eurocurrency Loans
         in effect from time to time, and (b) with respect to any Facility LC
         issued in any Eligible Currency other than Dollars or any Facility LC
         issued by any Lending Installation outside the United States, a per
         annum rate to be negotiated by the Company and the LC Issuer at the
         time such Facility LC is requested, such fee to be payable, in all
         cases, in arrears on each Payment Date (such fee described in this
         sentence an "LC Fee"). The Borrowers shall also pay to the LC Issuer
         for its own account (x) at the time of issuance of each Facility LC, a
         fronting fee in an amount equal to 0.20% of the initial stated amount,
         and (y) documentary and processing charges in connection with the
         issuance or Modification of and draws under Facility LCs in accordance
         with the LC Issuer's standard schedule for such charges as in effect
         from time to time.

                  2.20.5. Administration; Reimbursement by Lenders. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the LC Issuer shall notify the Agent and the Agent
         shall promptly notify the relevant Borrower and each other Lender as to
         the amount to be paid by the LC Issuer as a result of such demand and
         the proposed payment date (the "LC Payment Date"). The responsibility
         of the LC Issuer to the relevant Borrower and each Lender shall be only
         to determine that the documents (including each demand for payment)
         delivered under each Facility LC in connection with such presentment
         shall be in conformity in all material respects with such Facility LC.
         The LC Issuer shall endeavor to exercise the same care in the issuance
         and administration of the Facility LCs as it does with respect to
         letters of credit in which no participations are granted, it being
         understood that in the absence of any gross negligence or willful
         misconduct by the LC Issuer, each Lender shall be unconditionally and
         irrevocably liable without regard to the occurrence of any Default or
         any condition precedent whatsoever, to reimburse the LC Issuer on
         demand for (i) such Lender's Pro Rata Share of the amount of each
         payment made by the LC Issuer under each Facility LC to the extent such
         amount is not reimbursed by the Borrower pursuant to Section 2.20.6
         below, plus (ii) interest on the



                                       21
<PAGE>   27


         foregoing amount to be reimbursed by such Lender, for each day from the
         date of the LC Issuer's demand for such reimbursement (or, if such
         demand is made after 11:00 a.m. (Columbus time) on such date, from the
         next succeeding Business Day) to the date on which such Lender pays the
         amount to be reimbursed by it, at a rate of interest per annum equal to
         the Federal Funds Effective Rate for the first three days and,
         thereafter, at a rate of interest equal to the rate applicable to
         Floating Rate Advances.

                  2.20.6. Reimbursement by Borrower. The Borrowers shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither any Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by such Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) the LC
         Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. All such amounts paid by the LC Issuer
         and remaining unpaid by any Borrower shall bear interest, payable on
         demand, for each day until paid at a rate per annum equal to the sum of
         2% plus the rate applicable to Floating Rate Advances. The LC Issuer
         will pay to each Lender ratably in accordance with its Pro Rata Share
         all amounts received by it from the Borrowers for application in
         payment, in whole or in part, of the Reimbursement Obligation in
         respect of any Facility LC issued by the LC Issuer, but only to the
         extent such Lender has made payment to the LC Issuer in respect of such
         Facility LC pursuant to Section 2.20.5. Subject to the terms and
         conditions of this Agreement (including without limitation the
         submission of a Borrowing Notice in compliance with Section 2.8 and the
         satisfaction of the applicable conditions precedent set forth in
         Article IV), a Borrower may request an Advance hereunder for the
         purpose of satisfying any Reimbursement Obligation.

                  2.20.7. Obligations Absolute. Each Borrower's obligations
         under this Section 2.20 shall be absolute and unconditional under any
         and all circumstances and irrespective of any setoff, counterclaim or
         defense to payment which any Borrower may have or have had against the
         LC Issuer, any Lender or any beneficiary of a Facility LC. Each
         Borrower further agrees with the LC Issuer and the Lenders that the LC
         Issuer and the Lenders shall not be responsible for, and a Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among any Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of any Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. Each Borrower agrees that any action taken or omitted by the LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon such Borrower and shall not
         put the LC Issuer or any Lender under any liability to such Borrower.
         Nothing in this Section 2.20.7 is intended to limit the right of any
         Borrower to make a claim against the LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.20.6.


                                       22
<PAGE>   28

                  2.20.8. Actions of LC Issuer. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document reasonably believed by it to be
         genuine and correct and to have been signed, sent or made by the proper
         Person or Persons, and upon advice and statements of legal counsel,
         independent accountants and other experts selected by the LC Issuer.
         The LC Issuer shall be fully justified in failing or refusing to take
         any action under this Agreement unless it shall first have received
         such advice or concurrence of the Required Lenders as it reasonably
         deems appropriate or it shall first be indemnified to its reasonable
         satisfaction by the Lenders against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. Notwithstanding any other provision of this Section
         2.20, the LC Issuer shall in all cases be fully protected (in regard to
         the Lenders) in acting, or in refraining from acting, under this
         Agreement in accordance with a request of the Required Lenders, and
         such request and any action taken or failure to act pursuant thereto
         shall be binding upon the Lenders and any future holders of a
         participation in any Facility LC.

                  2.20.9. Indemnification. Each Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the Agent,
         and their respective directors, officers, agents and employees from and
         against any and all claims and damages, losses, liabilities, costs or
         expenses which such Lender, the LC Issuer or the Agent may incur (or
         which may be claimed against such Lender, the LC Issuer or the Agent by
         any Person whatsoever) by reason of or in connection with the issuance,
         execution and delivery or transfer of or payment or failure to pay
         under any Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the LC Issuer may incur by reason
         of or in connection with (i) the failure of any other Lender to fulfill
         or comply with its obligations to the LC Issuer hereunder (but nothing
         herein contained shall affect any rights any Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of the LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to the LC Issuer, evidencing the
         appointment of such successor Beneficiary; provided that a Borrower
         shall not be required to indemnify any Lender, the LC Issuer or the
         Agent for any claims, damages, losses, liabilities, costs or expenses
         to the extent, but only to the extent, caused by (x) the willful
         misconduct or gross negligence of the LC Issuer in determining whether
         a request presented under any Facility LC complied with the terms of
         such Facility LC or (y) the LC Issuer's failure to pay under any
         Facility LC after the presentation to it of a request strictly
         complying with the terms and conditions of such Facility LC. Nothing in
         this Section 2.20.9 is intended to limit the obligations of any
         Borrower under any other provision of this Agreement.

                  2.20.10. Lenders' Indemnification. Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrowers) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or incur in connection
         with this Section 2.20 or any action taken or omitted by such
         indemnitees hereunder.


                                       23
<PAGE>   29

                  2.20.11. Facility LC Collateral Account. Each Borrower agrees
         that it will, upon the request of the Agent or the Required Lenders in
         accordance with Section 8.1 and until the final expiration date of any
         Facility LC and thereafter as long as any amount is payable to the LC
         Issuer or the Lenders in respect of any Facility LC, maintain a special
         collateral account pursuant to arrangements satisfactory to the Agent
         (the "Facility LC Collateral Account") at the Agent's office at the
         address specified pursuant to Article XIII, in the name of such
         Borrower but under the sole dominion and control of the Agent, for the
         benefit of the Lenders and in which such Borrower shall have no
         interest other than as set forth in Section 8.1. Each Borrower hereby
         pledges, assigns and grants to the Agent, on behalf of and for the
         ratable benefit of the Lenders and the LC Issuer, a security interest
         in all of such Borrower's right, title and interest in and to all funds
         which may from time to time be on deposit in the Facility LC Collateral
         Account to secure the prompt and complete payment and performance of
         the Obligations. The Agent will invest any funds on deposit from time
         to time in the Facility LC Collateral Account in certificates of
         deposit of Bank One having a maturity not exceeding 30 days. Nothing in
         this Section 2.20.11 shall either obligate the Agent to require any
         Borrower to deposit any funds in the Facility LC Collateral Account or
         limit the right of the Agent to release any funds held in the Facility
         LC Collateral Account in each case other than as required by Section
         8.1.

                  2.20.12. Rights as a Lender. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.

         2.21. Non-Receipt of Funds by the Agent. Unless a Borrower or a Lender,
as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of a Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or such Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by such Borrower, the interest rate applicable to the relevant Loan.

         2.22. Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II and Article IV with respect to any Advance
in any Agreed Currency other than Dollars, if there shall occur on or prior to
the date of such Advance any change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which would in the reasonable opinion of the Agent or the Required Lenders make
it impracticable for the Eurocurrency Loans comprising such Advance to be
denominated in the Agreed Currency specified by a Borrower, then the Agent shall
forthwith give notice thereof to the affected Borrower and the Lenders, and such
Loans shall not be denominated in such Agreed Currency but shall, except as
otherwise set forth in Section 2.14, be made on such Borrowing Date in Dollars,
in an aggregate principal amount equal to the Dollar Amount of the aggregate
principal amount specified in the related Borrowing Notice or
Conversion/Continuation Notice, as the case may be, as Floating Rate Loans,
unless the such Borrower notifies the Agent at least one Business Day before
such date that (i) it elects not to borrow on such date or (ii) it elects to
borrow on such date in a different Agreed Currency, as the case may be, in which
the denomination of such Loans would in the opinion of the Agent and the
Required Lenders be practicable and in an aggregate



                                       24
<PAGE>   30

principal amount equal to the Dollar Amount of the aggregate principal amount
specified in the related Borrowing Notice or Conversion/Continuation Notice, as
the case may be.

         2.23. Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due from any 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 do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified
currency with such other currency at the Agent's main Columbus office on the
Business Day preceding that on which final, non-appealable judgment is given.
The obligations of any Borrower in respect of any sum due to any Lender or the
Agent hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Agent, as the case may be, in the specified currency, each
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent, as the case may be, against such loss, and if the amount of
the specified currency so purchased exceeds (a) the sum originally due to any
Lender or the Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2, such Lender or the
Agent, as the case may be, agrees to remit such excess to the Company.

         2.24. Replacement of Lender. If any Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurocurrency Advances shall be suspended pursuant to Section 3.3 (any
Lender so affected an "Affected Lender"), the Company may elect, if such amounts
continue to be charged or such suspension is still effective, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Company and
the Agent shall agree, as of such date, to purchase for cash the Advances and
other Obligations due to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit D and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrowers shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrowers hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender been prepaid on such date rather than sold to the
replacement Lender.

         2.25. Support; Further Assurances. (a) To secure the payment when due
of the Guaranteed Obligations (except as expressly provided otherwise), the
Borrowers shall execute and deliver, or cause to be executed and delivered, to
the Lenders and the Agent the Collateral Documents granting or providing for
Guaranties executed and delivered by each of the Guarantors.



                                       25
<PAGE>   31

                                   ARTICLE III

                             YIELD PROTECTION; TAXES


         3.1. Yield Protection. (a) If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or the LC Issuer with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  the LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or the LC Issuer in respect of its Eurocurrency Loans,
                  Facility LCs or participations therein or

         (ii)     imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or the LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurocurrency Advances), or

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or the LC Issuer of making, funding or maintaining its
                  Eurocurrency Loans (including, without limitation, any
                  conversion of any Loan denominated in an Agreed Currency other
                  than Euro into a Loan denominated in Euro), or of issuing or
                  participating in Facility LCs, or reduces any amount
                  receivable by any Lender or any applicable Lending
                  Installation or the LC Issuer in connection with its
                  Eurocurrency Loans, Facility LCs or participations therein or
                  requires any Lender or any applicable Lending Installation or
                  the LC Issuer to make any payment calculated by reference to
                  the amount of Eurocurrency Loans, Facility LCs or
                  participations therein held or interest received by it, by an
                  amount deemed material by such Lender or the LC Issuer as the
                  case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurocurrency Loans (including, without limitation, any
conversion of any Loan denominated in an Agreed Currency other than Euro into a
Loan denominated in Euro) or Commitment or of issuing or participating in
Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Eurocurrency Loans, Commitment, Facility LCs or participations therein,
then, if the Lender or the LC Issuer, as the case may be, complies with the
notice provisions of this Section, the Borrowers shall pay such Lender or the LC
Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or the LC Issuer, as the case may be, for such increased cost or
reduction in amount received. Any Lender seeking reimbursement shall give the
Borrowers written notice, in reasonable detail, of the law, treaty, rule or
regulation, or any interpretation or administration thereof, which may give rise
to the increased cost or reduced sum receivable to the Lender and the
reimbursement obligation of the Borrowers. Such notice, together with a detailed
statement as to the amount of such increased cost or reduced sum receivable,
prepared in good faith, shall



                                       26
<PAGE>   32

be given to the Borrowers within 90 days after such Lender has actual notice of
such law, treaty, rule or regulation, or any applicable interpretation or
administration thereof, and the Borrowers shall make payment to such Lender of
the amount due within 15 days after receipt by the Borrowers of such notice and
statement.

         (b) Non-U.S. Reserve Costs or Fees With Respect to Credit Extensions to
Non-U.S. Borrowers. If any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive of any jurisdiction outside of the
United States of America or any subdivision thereof (whether or not having the
force of law), imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation, or the LC
Issuer, and the result of the foregoing is to increase the cost to such Lender
or applicable Lending Installation or the LC Issuer of making or maintaining its
Eurocurrency Loans to, or of issuing or participating in Facility LCs upon the
request of, or of making or maintaining its Commitment to, any Borrower that is
not incorporated under the laws of the United States of America or a state
thereof (each a "Non-U.S. Borrower") or to reduce the return received by such
Lender or applicable Lending Installation or the LC Issuer in connection with
such Eurocurrency Loans to, Facility LCs applied for by, or its Commitment to
any Non-U.S. Borrower, then if the Lender, or the LC Issuer, as the case may be,
complies with the notice provisions of this Section, such Non-U.S. Borrower
shall pay such Lender or the LC Issuer, as the case may be, such additional
amount or amounts as will compensate it for such increased cost or reduction in
amount received, provided that such Non-U.S. Borrower shall not be required to
compensate any Lender for such non-U.S. reserve costs or fees to the extent that
an amount equal to such reserve costs or fees is received by such Lender as a
result of the calculation of the interest rate applicable to Eurocurrency
Advances pursuant to clause (i)(b) of the definition of "Eurocurrency Rate." Any
Lender seeking reimbursement shall give the Borrowers written notice, in
reasonable detail, of the law, treaty, rule or regulation, or any interpretation
or administration thereof, which may give rise to the increased cost or reduced
sum receivable to the Lender and the reimbursement obligation of the Borrowers.
Such notice, together with a detailed statement as to the amount of such
increased cost or reduced sum receivable, prepared in good faith, shall be given
to the Borrowers within 90 days after such Lender has actual notice of such law,
treaty, rule or regulation, or any applicable interpretation or administration
thereof, and the Borrowers shall make payment to such Lender of the amount due
within 15 days after receipt by the Borrowers of such notice and statement.

         3.2. Changes in Capital Adequacy Regulations. If the amount of capital
required to be maintained by a Lender, any Lending Installation of a Lender or
the LC Issuer or any corporation controlling a Lender or the LC Issuer is
increased as a result of a Change, then, if the Lender or the LC Issuer, as the
case may be, complies with the notice provisions of this Section, the Borrowers
shall pay such Lender or the LC Issuer the amount necessary to compensate for
any shortfall in the rate of return on the portion of such increased capital
which is attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans and issue and participate in Facility LCs, as the case
may be, hereunder (after taking into account such Lender's or the LC Issuer's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or the LC Issuer or any
Lending Installation or any corporation controlling any Lender or the LC Issuer.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such



                                       27
<PAGE>   33

regulations adopted prior to the date of this Agreement. Any Lender seeking
reimbursement shall give the Borrowers written notice, in reasonable detail, of
the law, treaty, rule or regulation, or any interpretation or administration
thereof, which may give rise to the increased cost or reduced sum receivable to
the Lender and the reimbursement obligation of the Borrowers. Such notice,
together with a detailed statement as to the amount of such increased cost or
reduced sum receivable, prepared in good faith, shall be given to the Borrowers
within 90 days after such Lender has actual notice of such law, treaty, rule or
regulation, or any applicable interpretation or administration thereof, and the
Borrowers shall make payment to such Lender of the amount due within 15 days
after receipt by the Borrowers of such notice and statement.

         3.3. Availability of Types of Advances. If maintenance of a Lender's
Eurocurrency Loans at a suitable Lending Installation would violate any
applicable law, rule, regulation, or directive, whether or not having the force
of law, or (i) deposits of a type, currency and maturity appropriate to match
fund Eurocurrency Advances are not available or (ii) the interest rate
applicable to Eurocurrency Advances does not accurately reflect the cost of
making or maintaining Eurocurrency Advances, then the Agent shall suspend the
availability of Eurocurrency Advances and require any affected Eurocurrency
Advances to be repaid or converted to Floating Rate Advances, subject to the
payment of any funding indemnification amounts required by Section 3.4.

         3.4. Funding Indemnification. If any payment of a Eurocurrency Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurocurrency
Advance is not made on the date specified by a Borrower for any reason other
than default by the Lenders, the Borrowers will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurocurrency Advance except, that the Borrowers shall have no
liability under this Section with respect to any prepayment pursuant to Section
3.3 that is required due to the application of any law, treaty, rule or
regulation, any interpretation of administration thereof, or any request or
directive, as the case may be, in effect prior to the Effective Date.

         3.5. Taxes. (i) All payments by a Borrower to or for the account of any
Lender, the LC Issuer or the Agent hereunder or under any Note or Facility LC
Application shall be made free and clear of and without deduction for any and
all Taxes. If a Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to any Lender, the LC Issuer or the Agent,
(a) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 3.5) such Lender, the LC Issuer or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (b) such Borrower shall make such deductions, (c) such
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

         (ii) In addition, each Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii) Each Borrower hereby agrees to indemnify the Agent, the LC Issuer
and each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by the Agent, the LC Issuer or such Lender arising solely from
the Agent, the LC Issuer or such Lender having executed, delivered or performed
its



                                       28
<PAGE>   34

obligations or received a payment under, or enforced, any Loan Document and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. Payments due under this indemnification shall be made within 30
days of the date the Agent, the LC Issuer or such Lender makes demand therefor
pursuant to Section 3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Company and the Agent two duly completed copies of United
States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case
that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and (ii)
deliver to each of the Company and the Agent a United States Internal Revenue
Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Company and the Agent (x) renewals
or additional copies of such form (or any successor form) on or before the date
that such form expires or becomes obsolete, and (y) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the
Company or the Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment with respect to it and such Lender advises the Company and the
Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Company with an appropriate form pursuant to clause (iv), above (unless such
failure is due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Company shall take such
steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S.
Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Company (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent,


                                       29
<PAGE>   35

which attorneys may be employees of the Agent). The obligations of the Lenders
under this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Loans to reduce any liability of any Borrower to
such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the affected Borrower (with a copy
to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5.
Such written statement shall set forth in reasonable detail the calculations
upon which such Lender determined such amount and shall be final, conclusive and
binding on such Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurocurrency Loan shall
be calculated as though each Lender funded its Eurocurrency Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurocurrency Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by such Borrower of such written statement. The
obligations of the Borrowers under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT


         4.1. Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder unless the Borrowers have furnished
to the Agent with sufficient copies for the Lenders:

         (i)      Copies of the articles or certificate of incorporation of each
                  Borrower and each Guarantor, together with all amendments, and
                  a certificate of good standing, each certified by the
                  appropriate governmental officer in its jurisdiction of
                  incorporation.

         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  each Borrower and each Guarantor, of its by-laws and of its
                  Board of Directors' resolutions and of resolutions or actions
                  of any other body authorizing the execution of the Loan
                  Documents to which such Borrower or such Guarantor is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of each Borrower and each Guarantor, which
                  shall identify by name and title and bear the signatures of
                  the Authorized Officers and any other officers of such
                  Borrower or such Guarantor authorized to sign the Loan
                  Documents to which such Borrower or such Guarantor is a party,
                  upon which certificate the Agent and the Lenders shall be
                  entitled to rely until informed of any change in writing by
                  such Borrower or such Guarantor.

         (iv)     A certificate, signed by the chief financial officer of each
                  Borrower, stating that on the initial Credit Extension Date no
                  Default or Unmatured Default has occurred and is continuing.


                                       30
<PAGE>   36


         (v)      A written opinion of the Borrowers' and Guarantor's counsel,
                  addressed to the Lenders in substantially the form of Exhibit
                  E; provided, that, the Company shall not be required to
                  deliver on the Effective Date an opinion of counsel for
                  Keithley Instruments GmbH or any of the other documents for
                  Keithley Instruments GmbH required pursuant to Section 4.1(i),
                  (ii) and (iii) above but the Agent reserves the right to
                  request such an opinion of counsel and such other documents at
                  any time after the Effective Date.

         (vi)     Any Notes requested by a Lender pursuant to Section 2.15
                  payable to the order of each such requesting Lender.

         (vii)    Written money transfer instructions, in substantially the form
                  of Exhibit F, addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.

         (viii)   If the initial Credit Extension will be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (ix)     The Collateral Documents duly executed on behalf of the
                  Guarantors granting to the Lenders and the Agent the support
                  intended to be provided pursuant to Section 2.25.

         (x)      Copies of all governmental and nongovernmental consents,
                  approvals, authorizations, declarations, registrations or
                  filings required on the part of any Borrower or any Guarantor
                  in connection with the execution, delivery and performance of
                  the Loan Documents or the transactions contemplated hereby or
                  thereby or as a condition to the legality, validity or
                  enforceability of the Loan Documents, certified as true and
                  correct in full force and effect as of the Effective Date by a
                  duly authorized officer of the Borrowers, or if none is
                  required, a certificate of such officer to that effect.

         (xi)     The Borrowers shall have paid an arrangement fee to the Agent
                  in an amount agreed to between the Agent and the Borrowers as
                  referenced in Section 10.13.

         (xii)    Such other agreements and documents, and the satisfaction of
                  such other conditions as may be required by the Agent,
                  including without limitation a subrogation and contribution
                  agreement executed by the Borrowers and the Guarantors, such
                  funding instructions, sources and uses certificate and other
                  certificates required by the Agent and such evidence of the
                  perfection and priority of all liens and security interests as
                  required by the Agent.

         (xiii)   Such other documents as any Lender or its counsel may have
                  reasonably requested.

         4.2. Each Credit Extension. The Lenders shall not be required to make
any Credit Extension unless on the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date in all
                  material respects except to the extent any such representation
                  or warranty is stated to relate solely to an earlier date, in
                  which case such representation or warranty shall have been
                  true and correct on and as of such earlier date.


                                       31
<PAGE>   37

         (iii)    All legal matters incident to the making of such Credit
                  Extension shall be reasonably satisfactory to the Lenders and
                  their counsel.

         Each Borrowing Notice or request for issuance of a Facility LC with
respect to each such Credit Extension, as the case may be, shall constitute a
representation and warranty by the Borrowers that the conditions contained in
Sections 4.2(i) and (ii) have been satisfied. Any Lender may require a duly
completed compliance certificate in substantially the form of Exhibit G as a
condition to making a Credit Extension.


                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES


         Each of the Company and each Subsidiary Borrower represent and warrant
to the Lenders that:

         5.1. Existence and Standing. It is a corporation, duly and properly
incorporated or organized, as the case may be, validly existing and (to the
extent such concept applies to such entity) in good standing under the laws of
its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except where failure to have any such authority does not have a
Material Adverse Effect.

         5.2. Authorization and Validity. It has the power and authority and
legal right to execute and deliver the Loan Documents to which it is a party and
to perform its obligations thereunder. The execution and delivery by it of the
Loan Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by proper corporate proceedings, and the
Loan Documents to which it is a party constitute its legal, valid and binding
obligations enforceable against it in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally.

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by it of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on it or (ii) it's articles or
certificate of incorporation, partnership agreement, certificate of partnership,
articles or certificate of organization, by-laws, or operating or other
management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which it is a party or is subject, or by
which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in, or require, the creation or imposition of any Lien in,
of or on it's Property pursuant to the terms of any such indenture, instrument
or agreement. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by it, is required to be
obtained by it in connection with the execution and delivery of the Loan
Documents, the borrowings under this Agreement, the payment and performance by
it of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         5.4. Financial Statements. The September 30, 2000 and December 31, 2000
consolidated statements of the Company and its Subsidiaries heretofore delivered
to the Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were



                                       32
<PAGE>   38

prepared and fairly present the consolidated financial condition and operations
of the Company and its Subsidiaries at such date and the consolidated results of
their operations for the period then ended.

         5.5. Material Adverse Change. Since September 30, 2000, there has been
no change in the business, Property, condition (financial or otherwise) or
results of operations of any Borrower or any Subsidiary which could reasonably
be expected to have a Material Adverse Effect.

         5.6. Taxes. It has filed all United States federal tax returns and all
other tax returns which are required to be filed and have paid all taxes due
pursuant to said returns or pursuant to any assessment received by it, except
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided in accordance with Agreement Accounting
Principles and as to which no Lien exists. No tax liens have been filed and no
claims are being asserted with respect to any such taxes. The charges, accruals
and reserves on the books of Company and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

         5.7. Litigation and Contingent Obligations. Except as set forth on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against it or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of any Credit Extensions. Other than any liability incident to
any litigation, arbitration or proceeding which (i) could not reasonably be
expected to have a Material Adverse Effect or (ii) is set forth on Schedule 5.7,
it has no material contingent obligations not provided for or disclosed in the
financial statements referred to in Section 5.4.

         5.8. Subsidiaries. Schedule 2 contains an accurate list of all
Subsidiaries of any Borrower or any Subsidiary as of the date of this Agreement,
setting forth their respective jurisdictions of organization and the percentage
of their respective capital stock or other ownership interests owned by any
Borrower or any Subsidiary. All of the issued and outstanding shares of capital
stock or other ownership interests of such Subsidiaries have been (to the extent
such concepts are relevant with respect to such ownership interests) duly
authorized and issued and are fully paid and non-assessable.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $10,000,000. Neither the Borrower nor any other
member of the Controlled Group is a party to any Multiemployer Plan. Each Plan
complies in all material respects with all applicable requirements of law and
regulations, except for any failure to comply which would not reasonably be
expected to have a Material Adverse Effect. No Reportable Event has occurred
with respect to any Plan, neither the Borrower nor any other member of the
Controlled Group has withdrawn from any Plan or has initiated steps to do so,
and, except as described in Schedule 5.9, no steps have been taken to reorganize
or terminate any existing Plan.

         5.10. Accuracy of Information. No written information, exhibit or
report furnished by it to the Agent or to any Lender in connection with the
negotiation of, or compliance with, the Loan Documents contained any material
misstatement of fact or omitted to state a material fact necessary to make the
statements contained therein not misleading.

         5.11. Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Company and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.



                                       33
<PAGE>   39

         5.12. Material Agreements. It is not a party to any agreement or
instrument or subject to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect. It is not in default
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any agreement to which it is a party,
which default could reasonably be expected to have a Material Adverse Effect or
(ii) any agreement or instrument evidencing or governing Material Indebtedness.

         5.13. Compliance With Laws. It has complied with all applicable
statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the
conduct of their respective businesses or the ownership of their respective
Property except for any failure to comply with any of the foregoing which could
not reasonably be expected to have a Material Adverse Effect.

         5.14. Ownership of Properties. Except as set forth on Schedule 3, on
the date of this Agreement, the Company and its Subsidiaries have good title,
free of all Liens other than those permitted by Section 6.15, to all of the
Property and assets reflected in the Company's most recent consolidated
financial statements provided to the Agent as owned by the Company and its
Subsidiaries.

         5.15. Plan Assets; Prohibited Transactions. It is not an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of an
employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to
Title I of ERISA or the Prohibited Transaction rules described in Section 4975
of the Code, and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.


         5.16. Environmental Matters. In the ordinary course of its business,
the officers of the Company and its Subsidiaries consider the effect of
Environmental Laws on the business of the Company and its Subsidiaries, in the
course of which they identify and evaluate potential risks and liabilities
accruing to the Company and its Subsidiaries due to Environmental Laws. On the
basis of this consideration, the Company and its Subsidiaries have concluded
that Environmental Laws cannot reasonably be expected to have a Material Adverse
Effect. It has not received any notice to the effect that its operations are not
in material compliance with any of the requirements of applicable Environmental
Laws or are the subject of any federal or state investigation evaluating whether
any remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to have a Material Adverse Effect.

         5.17. Investment Company Act. It is not an "investment company" or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

         5.18. Public Utility Holding Company Act. It is not a "holding company"
or a "subsidiary company" of a "holding company", or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.


                                       34
<PAGE>   40


                                   ARTICLE VI

                                    COVENANTS


         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing, the Company and each Subsidiary Borrower agree
that:

         6.1. Financial Reporting. The Company will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

         (i)      Within 120 days after the close of each of its fiscal years,
                  an unqualified (except for qualifications relating to changes
                  in accounting principles or practices reflecting changes in
                  generally accepted accounting principles and required or
                  approved by the Company's independent certified public
                  accountants) audit report certified by independent certified
                  public accountants acceptable to the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated and consolidating basis (consolidating statements
                  need not be certified by such accountants) for itself and its
                  Subsidiaries, including balance sheets as of the end of such
                  period, related profit and loss and reconciliation of surplus
                  statements, and a statement of cash flows, accompanied by (a)
                  any management letter prepared by said accountants, and (b) a
                  certificate of said accountants that, in the course of their
                  examination necessary for their certification of the
                  foregoing, they have obtained no knowledge of any Default or
                  Unmatured Default, or if, in the opinion of such accountants,
                  any Default or Unmatured Default shall exist, stating the
                  nature and status thereof.

         (ii)     Within 50 days after the close of the first three quarterly
                  periods of each of its fiscal years, for itself and its
                  Subsidiaries, consolidated and consolidating unaudited balance
                  sheets as at the close of each such period and consolidated
                  and consolidating profit and loss and reconciliation of
                  surplus statements and a statement of cash flows for the
                  period from the beginning of such fiscal year to the end of
                  such quarter, all certified by its chief financial officer.

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit G signed by its chief financial officer
                  showing the calculations necessary to determine compliance
                  with this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof.

         (iv)     As soon as possible and in any event within 10 days after the
                  Company or any Subsidiary knows that any Reportable Event has
                  occurred with respect to any Single Employer Plan, a
                  statement, signed by an Authorized Officer of the Company or
                  such Subsidiary, describing said Reportable Event and the
                  action, if any, which the Company or such Subsidiary proposes
                  to take with respect thereto.

         (v)      As soon as possible and in any event within 10 days after
                  receipt by the Company or any Subsidiary, a copy of (a) any
                  notice or claim to the effect that the Company or any
                  Subsidiary is or may be liable to any Person as a result of
                  the release by the Company or any Subsidiary, or any other
                  Person of any toxic or hazardous waste or substance into the



                                       35
<PAGE>   41

                  environment, and (b) any notice alleging any violation of any
                  federal, state or local environmental, health or safety law or
                  regulation by the Company or any Subsidiary, which, in either
                  case, could reasonably be expected to have a Material Adverse
                  Effect.

         (vi)     Promptly upon the furnishing thereof to the shareholders of
                  the Company or any Subsidiary, copies of all financial
                  statements, reports and proxy statements so furnished.

         (vii)    Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which the Company or any Subsidiary files with the
                  Securities and Exchange Commission.

         (viii)   Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2. Use of Proceeds. Each of the Company and each Subsidiary will use
the proceeds of the Credit Extensions for general corporate purposes. Neither
the Company nor any Subsidiary will use any of the proceeds of the Advances to
purchase or carry any "margin stock" (as defined in Regulation U).

         6.3. Notice of Default. Each of the Company and each Subsidiary will
give prompt notice in writing to the Lenders of the occurrence of any Default or
Unmatured Default and of any other development, financial or otherwise, which
could reasonably be expected to have a Material Adverse Effect.

         6.4. Conduct of Business. Each of the Company and each Subsidiary will
carry on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted and do
all things necessary to remain duly incorporated or organized, validly existing
and (to the extent such concept applies to such entity) in good standing as a
domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, and maintain
all requisite authority to conduct its business in each jurisdiction in which
its business is conducted, except where failure to maintain such authority would
not have a Material Adverse Effect.

         6.5. Taxes. Each of the Company and each Subsidiary will timely file
complete and correct United States federal and applicable foreign, state and
local tax returns required by law and pay when due all taxes, assessments and
governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles.

         6.6. Insurance. Each of the Company and each Subsidiary will maintain
with financially sound and reputable insurance companies insurance on all their
Property in such amounts and covering such risks as is consistent with sound
business practice, and the Company will furnish to any Lender upon request full
information as to the insurance carried.

         6.7. Compliance with Laws. Each of the Company and each Subsidiary will
comply with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject including, without limitation, all
Environmental Laws, provided that it shall not be deemed a violation of this
Section 6.7 if any failure to comply with any of the foregoing would not result
in fines, penalties, remediation costs, or similar liabilities or injunctive
relief which in the aggregate would have a Material Adverse Effect.



                                       36
<PAGE>   42
         6.8. Maintenance of Properties. Each of the Company and each Subsidiary
will do all things necessary to maintain, preserve, protect and keep its
Property in good repair, working order and condition (ordinary wear and tear
excepted), and make all reasonably necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be
properly conducted at all times.

         6.9. Inspection. Each of the Company and each Subsidiary will permit
the Agent and the Lenders, by their respective representatives and agents, to
inspect any of the Property, books and financial records of the Company and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Company and each Subsidiary, and to discuss the
affairs, finances and accounts of the Company and each Subsidiary with, and to
be advised as to the same by, their respective officers at such reasonable times
and intervals as the Agent or any Lender may designate.

         6.10. Dividends. Each of the Company and each Subsidiary will not
declare or pay any dividends or make any distributions on its capital stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise acquire or retire any of its capital stock at any time outstanding,
except that (a) any Subsidiary may declare and pay dividends or make
distributions to a Borrower or to a Wholly-Owned Subsidiary, and (b) provided
that no Default or Unmatured Default exists or would be caused thereby, the
Company may declare and pay dividends or make other distributions not exceeding
25% of the Consolidated Net Income in any fiscal year.

         6.11. Indebtedness. Neither the Company nor any Subsidiary will create,
incur or suffer to exist any Indebtedness, except:

         (i)      The Loans and the Reimbursement Obligations.

         (ii)     Indebtedness existing on the date hereof and described in
                  Schedule 3.

         (iii)    Indebtedness arising under Rate Management Transactions so
                  long as such transactions are not for speculative purposes.

         (iv)     Indebtedness owing by the Company or any Subsidiary to the
                  Company or any other Subsidiary which is permitted pursuant to
                  Section 6.14(iii).

         (v)      Indebtedness assumed by the Company or a Subsidiary in
                  connection with the consummation of an Acquisition permitted
                  by Section 6.14(iv).

         (vi)     Other Indebtedness (including Indebtedness secured by Liens
                  permitted to Section 6.15(vi)) in an aggregate amount not
                  exceeding $5,000,000.

         6.12. Merger. Neither the Company nor any Subsidiary will merge or
consolidate with or into any other Person, except that a Subsidiary may merge
into the Company or any Subsidiary.

         6.13. Sale of Assets. Neither the Company nor any Subsidiary will
lease, sell or otherwise dispose of its Property to any other Person, except:

         (i)      Sales of inventory in the ordinary course of business.

         (ii)     Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Company and the
                  Subsidiary previously leased, sold or disposed of (other than



                                       37
<PAGE>   43

                  inventory in the ordinary course of business) as permitted by
                  this Section do not constitute a Substantial Portion of the
                  Property of the Company and its Subsidiaries.

         6.14. Investments and Acquisitions. Neither the Company nor any
Subsidiary will make or suffer to exist any Investments (including without
limitation, loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, or to create any Subsidiary or to become or remain a
partner in any partnership or joint venture, or to make any Acquisition of any
Person, except:

         (i)      Cash Equivalent Investments.

         (ii)     Existing Investments in Subsidiaries and other Investments in
                  existence on the date hereof and described in Schedule 2 and
                  additional Investments in newly created Wholly-owned
                  Subsidiaries.

         (iii)    Loans and advances by the Company or any Subsidiary to the
                  Company or any Subsidiary, provided that such loan is
                  evidenced by a note, and, provided, further, that neither the
                  Company nor any Subsidiary shall forgive all or any part of
                  any such loan or advance owing by any Subsidiary to the
                  Company or any other Subsidiary.

         (iv)     Other Acquisitions provided that (a) immediately before and
                  after giving effect to such Acquisition, no Default or
                  Unmatured Default shall exist or shall have occurred and be
                  continuing, (b) at least 10 Business Days' prior to the
                  consummation of such Acquisition, the Company shall have
                  provided to the Lenders (1) copies of all acquisition
                  documents and other agreements relating to such Acquisition
                  and, subsequently, such other information relating to the
                  proposed Acquisition as the Agent may reasonably request, and
                  (2) a certificate of a Financial Officer, in form and
                  substance reasonably satisfactory to the Agent, attaching
                  trailing twelve month pro forma computations to demonstrate
                  compliance with all financial covenants hereunder, and stating
                  that such Acquisition complies with this Section 6.14(iv), and
                  that any other conditions under this Agreement relating to
                  such transaction have been satisfied, (c) the target of such
                  Acquisition is in substantially the same line of business as
                  the Company or any Subsidiary, (d) the Company is the acquirer
                  and survivor of the Acquisition, (e) the board of directors
                  (or similar governing body) of the target of such Acquisition
                  has approved such Acquisition and (f) the aggregate
                  consideration paid or payable in connection with any such
                  Acquisition and all other Acquisitions since the Effective
                  Date and permitted by this proviso, including without
                  limitation any Indebtedness assumed in connection therewith,
                  all guarantees or other liabilities incurred in connection
                  therewith, and all deferred payments and other direct or
                  indirect in consideration in connection therewith, other than
                  normal, ordinary course trade payables and Operating Leases
                  assumed, shall not exceed 50% of the sum of the average cash
                  balance of the Company and the average balance of Cash
                  Equivalent Investments of the Company as measured at its two
                  preceding quarter end financial statements.

         6.15. Liens. Neither the Company nor any Subsidiary will create, incur,
or suffer to exist any Lien in, of or on the Property of the Company or any
Subsidiary, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate



                                       38
<PAGE>   44

                  reserves in accordance with Agreement Accounting Principles
                  shall have been set aside on its books.

         (ii)     Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than 60 days past due or which are being
                  contested in good faith by appropriate proceedings and for
                  which adequate reserves shall have been set aside on its
                  books.

         (iii)    Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits, or similar
                  legislation.

         (iv)     Utility easements, building restrictions and such other
                  encumbrances or charges against real property as are of a
                  nature generally existing with respect to properties of a
                  similar character and which do not in any material way affect
                  the marketability of the same or interfere with the use
                  thereof in the business of the Company and its Subsidiaries.

         (v)      Liens existing on the date hereof and described in Schedule 3.

         (vi)     Any Lien created to secure payment of a portion of the
                  purchase price of, or existing at the time of acquisition of,
                  any tangible fixed asset acquired by the Company or any
                  Subsidiary may be created or suffered to exist upon such fixed
                  asset if the outstanding principal amount of the Indebtedness
                  secured by such Lien does not at any time exceed the purchase
                  price paid by the Company or such Subsidiary for such fixed
                  asset and the aggregate principal amount of all Indebtedness
                  secured by such Liens does not exceed $5,000,000, provided
                  that such Lien does not encumber any other asset at any time
                  owned by the Company or such Subsidiary, and provided,
                  further, that not more than one such Lien shall encumber such
                  fixed asset at any one time.

         (vii)    Liens on assets acquired (directly or indirectly) in an
                  Acquisition permitted by Section 6.14(iv) securing assumed
                  Indebtedness permitted by Section 6.11(v).

         6.16. Financial Covenants.

                  6.16.1. Fixed Charge Coverage Ratio. The Company will not
         permit the Fixed Charge Coverage Ratio, determined as of the end of
         each of its fiscal quarters for the four most-recently ended fiscal
         quarters, to be less than 3.0 to 1.0.

                  6.16.2. Leverage Ratio. The Company will not permit the
         Leverage Ratio, determined as of the end of each of its fiscal
         quarters, to be greater than 1.0 to 1.0.

                  6.17. Operating Accounts. The Company shall maintain an
         operating account at the branch of the Agent located in Cleveland,
         Ohio, except as otherwise consented to by the Agent.



                                       39
<PAGE>   45


                                   ARTICLE VII

                                    DEFAULTS


         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1. Any representation or warranty made or deemed made by or on behalf
of any Borrower or any Subsidiary to the Lenders or the Agent under or in
connection with this Agreement, any Credit Extension, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

         7.2. Nonpayment of principal of any Loan when due, nonpayment of any
Reimbursement Obligation within one Business Day after the same becomes due, or
nonpayment of interest upon any Loan or of any facility fee, LC Fee or other
obligations under any of the Loan Documents within five days after the same
becomes due.

         7.3. The breach by any Borrower or any Subsidiary of any of the terms
or provisions of Article VI (other than Sections 6.5, 6.6, 6.7 or 6.8).

         7.4. The breach by any Borrower or any Subsidiary (other than a breach
which constitutes a Default under another Section of this Article VII) of any of
the terms or provisions of this Agreement which is not remedied within thirty
days after written notice from the Agent or any Lender.

         7.5. Failure of any Borrower or any Subsidiary to pay when due any
Indebtedness aggregating in excess of $500,000 ("Material Indebtedness"); or the
default by any Borrower or any Subsidiary, in the performance (beyond the
applicable grace period with respect thereto, if any) of any term, provision or
condition contained in any agreement under which any such Material Indebtedness
was created or is governed, or any other event shall occur or condition exist,
the effect of which default or event is to cause, or to permit the holder or
holders of such Material Indebtedness to cause, such Material Indebtedness to
become due prior to its stated maturity; or any Material Indebtedness of any
Borrower or any Subsidiary, other than a Small Subsidiary, shall be declared to
be due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the
Borrower or any Subsidiary, other than a Small Subsidiary, shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

         7.6. Any Borrower or any Subsidiary shall (i) have an order for relief
entered with respect to it under the Federal or foreign bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal or foreign bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7. Without the application, approval or consent of any Borrower or
any Subsidiary, other than a Small Subsidiary, a receiver, trustee, examiner,
liquidator or similar official shall be appointed for



                                       40
<PAGE>   46

any Borrower or any Subsidiary, other than a Small Subsidiary, or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against any Borrower or any Subsidiary, other than a
Small Subsidiary, and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 consecutive days.

         7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of any Borrower or any Subsidiary which, when taken together with
all other Property of any Borrower or any Subsidiary so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion.

         7.9. Any Borrower or any Subsidiary shall fail within 30 days to pay,
bond or otherwise discharge one or more (i) judgments or orders for the payment
of money in excess of $500,000 (or the equivalent thereof in currencies other
than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgment(s) or orders, in any such case, is/are
not stayed on appeal or otherwise being appropriately contested in good faith.

         7.10. The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $10,000,000 or any Reportable Event for which the
Company has not provided a reasonable explanation and plan of action under
Section 6.1(v) shall occur in connection with any Plan.

         7.11. Any Borrower or any Subsidiary shall (i) be the subject of any
proceeding or investigation pertaining to the release by any Borrower, any
Subsidiary or any other Person of any toxic or hazardous waste or substance into
the environment, or (ii) violate any Environmental Law, which, in the case of an
event described in clause (i) or clause (ii), could reasonably be expected to
have a Material Adverse Effect.

         7.12. Any Change in Control shall occur.

         7.13. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

         7.14. Nonpayment by any Borrower or any Subsidiary of any Rate
Management Obligation when due or the breach by any Borrower or any Subsidiary
of any term, provision or condition contained in any Rate Management
Transaction.

         7.15. Any Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall fail to comply with any
of the terms or provisions of any Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under any Guaranty to
which it is a party, or shall give notice to such effect.

         7.16. The representations and warranties set forth in Section 5.15
(Plan Assets; Prohibited Transactions") shall at any time not be true and
correct.


                                       41
<PAGE>   47

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


         8.1. Acceleration; Facility LC Collateral Account. (i) If any Default
described in Section 7.6 or 7.7 occurs with respect to any Borrower, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrowers
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC Collateral Account at such time which is
free and clear of all rights and claims of third parties and has not been
applied against the Obligations (such difference, the "Collateral Shortfall
Amount"). If any other Default occurs, the Required Lenders (or the Agent with
the consent of the Required Lenders) may terminate or suspend the obligations of
the Lenders to make Loans hereunder and the obligation and power of the LC
Issuer to issue Facility LCs, or declare the Obligations to be due and payable,
or both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which each
Borrower hereby expressly waives, and (b) upon notice to the Company and in
addition to the continuing right to demand payment of all amounts payable under
this Agreement, make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

         (ii) If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrowers to pay, and the Borrowers will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

         (iii) The Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment
of the Obligations and any other amounts as shall from time to time have become
due and payable by the Borrowers to the Lenders or the LC Issuer under the Loan
Documents.

         (iv) At any time while any Default is continuing, neither any Borrower
nor any Person claiming on behalf of or through any Borrower shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account.
After all of the Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the Borrowers or paid to
whomever may be legally entitled thereto at such time.

         (v) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligations and power of the LC Issuer to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to the Borrowers) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrowers, rescind and annul such acceleration and/or termination.



                                       42
<PAGE>   48

         8.2. Amendments.

                  8.2.1. Subject to the provisions of this Article VIII, the
         Required Lenders (or the Agent with the consent in writing of the
         Required Lenders) and the Borrowers may enter into agreements
         supplemental hereto for the purpose of adding or modifying any
         provisions to the Loan Documents or changing in any manner the rights
         of the Lenders or the Borrowers hereunder or waiving any Default
         hereunder; provided, however, that no such supplemental agreement
         shall, without the consent of all of the Lenders:

                  (a)      Extend the final maturity of any Loan, or extend the
                           expiry date of any Facility LC to a date after the
                           Facility Termination Date or forgive all or any
                           portion of the principal amount thereof or any
                           Reimbursement Obligation related thereto, or reduce
                           the rate or extend the time of payment of interest or
                           fees thereon or Reimbursement Obligation related
                           thereto.

                  (b)      Reduce the percentage specified in the definition of
                           Required Lenders.

                  (c)      Extend the Facility Termination Date, or reduce the
                           amount or extend the payment date for, the mandatory
                           payments required under Section 2.2, or increase the
                           amount of the Commitment of any Lender hereunder or
                           the commitment to issue Facility LCs, or permit the
                           Borrower to assign its rights under this Agreement.

                  (d)      Amend this Section 8.2.

                  (e)      Release any guarantor of any Advance.

                  8.2.2. In addition to amendments effected pursuant to the
         foregoing, Schedule 1.1 may be amended as follows:

                  (i)      Schedule 1.1 will be amended to add Subsidiaries of
                           the Company as additional Subsidiary Borrowers upon
                           (A) execution and delivery by the Company, any such
                           Subsidiary Borrower and the Agent, of a Joinder
                           Agreement providing for any such Subsidiary to become
                           a Subsidiary Borrower, (B) delivery to the Agent of
                           (a) a Subsidiary Opinion in respect of such
                           additional Subsidiary Borrower and (b) such other
                           documents with respect thereto as the Agent shall
                           reasonably request and (c) the written approval of
                           the Agent in its sole discretion.

                  (ii)     Schedule 1.1 will be amended to remove any Subsidiary
                           as a Subsidiary Borrower upon (A) written notice by
                           the Company to the Agent to such effect and (B)
                           repayment in full of all outstanding Loans of such
                           Subsidiary Borrower.

                  8.2.3. No amendment of any provision of this Agreement
         relating to the Agent shall be effective without the written consent of
         the Agent, and no amendment of any provision relating to the LC Issuer
         shall be effective without the written consent of the LC Issuer. The
         Agent may waive payment of the fee required under Section 12.3.2
         without obtaining the consent of any other party to this Agreement.

         8.3. Preservation of Rights. No delay or omission of the Lenders, the
LC Issuer or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of



                                       43
<PAGE>   49

any Default or an acquiescence therein, and the making of a Credit Extension
notwithstanding the existence of a Default or the inability of any Borrower to
satisfy the conditions precedent to such Loan shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by the Lenders required pursuant to Section 8.2, and then only to the
extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Agent, the LC Issuer and the Lenders until the Obligations have been paid
in full.



                                       44
<PAGE>   50

                                   ARTICLE IX

                               GENERAL PROVISIONS


         9.1. Survival of Representations. All representations and warranties of
the Borrowers contained in this Agreement shall survive the making of the Credit
Extensions herein contemplated.

         9.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, neither the LC Issuer nor any Lender shall be
obligated to extend credit to any Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         9.3. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Agent, the LC Issuer and the Lenders
and supersede all prior agreements and understandings among the Borrowers, the
Agent, the LC Issuer and the Lenders relating to the subject matter thereof
other than the fee letter described in Section 10.13. Specifically, this
Agreement, the Notes, any requests for advance of Facility LCs hereunder and the
other Loan Documents supercede and replace in its entirety the Credit Agreement
dated as of May 31, 1994, as amended, among the Company, Keithley Instruments
GmbH, the banks party thereto and Bank One, NA, successor to Bank One, Michigan,
as agent (the "1994 Credit Agreement") and the documents, instruments,
certificates and agreements executed in connection therewith. The Company agrees
all amounts outstanding under the 1994 Credit Agreement shall be paid in full on
the Effective Date (whether by payment, request for Advance hereunder or
otherwise) and, thereafter, the 1994 Credit Agreement shall be of no further
force or effect.

         9.5. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns.

         9.6. Expenses; Indemnification. (i) The Borrowers shall reimburse the
Agent for any costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Agent, which attorneys may
be employees of the Agent) paid or incurred by the Agent in connection with the
preparation, negotiation, execution, delivery, syndication, distribution
(including, without limitation, via the internet), review, amendment and
modification of the Loan Documents. The Borrowers also agree to reimburse the
Agent, the LC Issuer and the Lenders for any costs, internal charges and
out-of-pocket expenses (including attorneys' fees and time charges of attorneys
for the Agent, the LC Issuer and the Lenders, which attorneys may be employees
of the Agent, or the Lenders) paid or incurred by the Agent, the LC Issuer or
any Lender in connection with the collection and enforcement of the Loan
Documents. Expenses being reimbursed by the Borrowers under this Section
include, without limitation, costs and expenses incurred in connection with the
Reports described in the following sentence. The Borrowers acknowledge that from
time to time Bank One may prepare and may distribute to the Lenders (but shall
have no obligation or duty to prepare or to distribute to the Lenders) certain
audit reports (the "Reports") pertaining to each Borrower's assets for internal
use by Bank One



                                       45
<PAGE>   51


from information furnished to it by or on behalf of the Borrowers, after Bank
One has exercised its rights of inspection pursuant to this Agreement.

         (ii) Each Borrower hereby further agrees to indemnify the Agent, the LC
Issuer and each Lender, their respective affiliates, and each of their
directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent, the
LC Issuer or any Lender or any affiliate is a party thereto) which any of them
may pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrowers under this Section 9.6 shall
survive the termination of this Agreement.

         9.7. Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         9.8. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         9.9. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. Nonliability of Lenders. The relationship between the Borrowers
on the one hand and the Lenders, the LC Issuer and the Agent on the other hand
shall be solely that of borrower and lender. Neither the Agent, the LC Issuer
nor any Lender shall have any fiduciary responsibilities to any Borrower.
Neither the Agent, the LC Issuer nor any Lender undertakes any responsibility to
any Borrower to review or inform any Borrower of any matter in connection with
any phase of any Borrower's business or operations. Each Borrower agrees that
neither the Agent, the LC Issuer nor any Lender shall have liability to such
Borrower (whether sounding in tort, contract or otherwise) for losses suffered
by such Borrower in connection with, arising out of, or in any way related to,
the transactions contemplated and the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the
Agent, the LC Issuer nor any Lender shall have any liability with respect to,
and each Borrower hereby waives, releases and agrees not to sue for, any
special, indirect, consequential or punitive damages suffered by such Borrower
in connection with, arising out of, or in any way related to the Loan Documents
or the transactions contemplated thereby.

         9.11. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from any Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect


                                       46
<PAGE>   52

contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.3.

         9.12. Nonreliance. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Credit
Extensions provided for herein.

         9.13. Disclosure. Each Borrower and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrowers and their
respective Affiliates.


                                    ARTICLE X

                                    THE AGENT


         10.1. Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

         10.2. Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3. General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to any Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify


                                       47
<PAGE>   53

(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article IV,
except receipt of items required to be delivered solely to the Agent; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
(f) the value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of any Borrower or any
guarantor of any of the Obligations or of any of any Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by any Borrower to
the Agent at such time, but is voluntarily furnished by any Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5. Action on Instructions of Lenders. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

         10.6. Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         10.7. Reliance on Documents; Counsel. The Agent shall be entitled to
reasonably rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Agent, which
counsel may be employees of the Agent.

         10.8. Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrowers for which the Agent is entitled to reimbursement by
the Borrowers under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document



                                       48
<PAGE>   54

delivered in connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by or asserted
against the Agent in connection with any dispute between the Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms of the Loan Documents or of any such other documents, provided that (i) no
Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
shall, notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof. The obligations of
the Lenders under this Section 10.8 shall survive payment of the Obligations and
termination of this Agreement.

         10.9. Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or a
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10. Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with any Borrower or
any of its Subsidiaries in which any Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person.

         10.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, or any other Lender and based
on the financial statements prepared by the Company and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

         10.12. Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Company, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Company and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Company and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Company or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrowers
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal



                                       49
<PAGE>   55

directly with the Lenders. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of the Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Agent, the provisions of this Article X
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as the Agent hereunder
and under the other Loan Documents. In the event that there is a successor to
the Agent by merger, or the Agent assigns its duties and obligations to an
Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in
this Agreement shall mean the prime rate, base rate or other analogous rate of
the new Agent.

         10.13. Agent Fees. The Borrowers agree to pay to the Agent for its
account, the fees agreed to by the Borrower and the Agent pursuant to that
certain letter agreement dated March 30, 2001, or as otherwise agreed from time
to time.

         10.14. Delegation to Affiliates. The Borrowers and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.




                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS


         11.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of any Borrower may
be offset and applied toward the payment of the Guaranteed Obligations owing to
such Lender, whether or not the Guaranteed Obligations, or any part thereof,
shall then be due.

         11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares


                                       50
<PAGE>   56

of the Aggregate Outstanding Credit Exposure. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.


                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


         12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (i) no
Borrower shall have the right to assign its rights or obligations under the Loan
Documents and (ii) any assignment by any Lender must be made in compliance with
Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this
Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a
Lender which is a fund, any pledge or assignment of all or any of a portion of
its rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 12.3. The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3; provided, however, that the
Agent may in its discretion (but shall not be required to) follow instructions
from the Person which made any Loan or which holds any Note to direct payments
relating to such Loan or Note to another Person. Any assignee of the rights to
any Loan or any Note agrees by acceptance of such assignment to be bound by all
the terms and provisions of the Loan Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder or assignee of the rights to such Loan.

         12.2. Participations.

                  12.2.1. Permitted Participants; Effect. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time sell to one or more banks or other entities
         ("Participants") participating interests in any Outstanding Credit
         Exposure of such Lender, any Note held by such Lender, any Commitment
         of such Lender or any other interest of such Lender under the Loan
         Documents. In the event of any such sale by a Lender of participating
         interests to a Participant, such Lender's obligations under the Loan
         Documents shall remain unchanged, such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, such Lender shall remain the owner of its Outstanding
         Credit Exposure and the holder of any Note issued to it in evidence
         thereof for all purposes under the Loan Documents, all amounts payable
         by the Borrowers under this Agreement shall be determined as if such
         Lender had not sold such participating interests, and the Borrowers and
         the Agent shall continue to deal solely and directly with such Lender
         in connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2. Voting Rights. Except with respect to any
         participations with an Affiliate of a Lender, each Lender shall retain
         the sole right to approve, without the consent of any Participant,



                                       51
<PAGE>   57


         any amendment, modification or waiver of any provision of the Loan
         Documents other than any amendment, modification or waiver with respect
         to any Credit Extension or Commitment in which such Participant has an
         interest which would require consent of all of the Lenders pursuant to
         the terms of Section 8.2 or of any other Loan Document.

                  12.2.3. Benefit of Setoff. Each Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Loan Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Loan Documents, provided that, without duplication, each Lender shall
         retain the right of setoff provided in Section 11.1 with respect to the
         amount of participating interests sold to each Participant. The Lenders
         agree to share with each Participant, and each Participant, by
         exercising the right of setoff provided in Section 11.1, agrees to
         share with each Lender, any amount received pursuant to the exercise of
         its right of setoff, such amounts to be shared in accordance with
         Section 11.2 as if each Participant were a Lender.

         12.3. Assignments.

                  12.3.1. Permitted Assignments. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Loan Documents.
         Such assignment shall be substantially in the form of Exhibit D or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Company, the Agent and the LC Issuer shall be required prior to
         an assignment becoming effective with respect to a Purchaser which is
         not a Lender or a majority-owned Affiliate thereof; provided, however,
         that if a Default has occurred and is continuing, the consent of the
         Company shall not be required. Such consent shall not be unreasonably
         withheld or delayed. Each such assignment with respect to a Purchaser
         which is not a Lender or an Affiliate thereof shall (unless each of the
         Company and the Agent otherwise consents) be in an amount not less than
         the lesser of (i) $5,000,000 or (ii) the remaining amount of the
         assigning Lender's Commitment (calculated as at the date of such
         assignment) or outstanding Loans (if the applicable Commitment has been
         terminated).

                  12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent
         of an assignment, together with any consents required by Section
         12.3.1, and (ii) payment of a $4,000 fee to the Agent for processing
         such assignment (unless such fee is waived by the Agent), such
         assignment shall become effective on the effective date specified in
         such assignment. The assignment shall contain a representation by the
         Purchaser to the effect that none of the consideration used to make the
         purchase of the Commitment and Outstanding Credit Exposure under the
         applicable assignment agreement constitutes "plan assets" as defined
         under ERISA and that the rights and interests of the Purchaser in and
         under the Loan Documents will not be "plan assets" under ERISA. On and
         after the effective date of such assignment, such Purchaser shall for
         all purposes be a Lender party to this Agreement and any other Loan
         Document executed by or on behalf of the Lenders and shall have all the
         rights and obligations of a Lender under the Loan Documents, to the
         same extent as if it were an original party hereto, and no further
         consent or action by the Company, the Lenders or the Agent shall be
         required to release the transferor Lender with respect to the
         percentage of the Aggregate Commitment and Outstanding Credit Exposure
         assigned to such Purchaser. Upon the consummation of any assignment to
         a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the
         Agent and the Company shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such




                                       52
<PAGE>   58

         transferor Lender and new Notes or, as appropriate, replacement Notes,
         are issued to such Purchaser, in each case in principal amounts
         reflecting their respective Commitments, as adjusted pursuant to such
         assignment.

         12.4. Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).



                                  ARTICLE XIII

                                     NOTICES


         13.1. Notices. Except as otherwise permitted by Section 2.16 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of any Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Agent and the Company in
accordance with the provisions of this Section 13.1. Each such notice, request
or other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Agent under Article II shall not
be effective until received.

         13.2. Change of Address. Any Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.



                                   ARTICLE XIV

                                  COUNTERPARTS


         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrowers, the
Agent,



                                       53
<PAGE>   59

the LC Issuer and the Lenders and each party has notified the Agent by facsimile
transmission or telephone that it has taken such action.



                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF OHIO.

         15.2. CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR OHIO STATE
COURT SITTING IN COLUMBUS, OHIO OR CLEVELAND, OHIO IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER
TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENT, THE LC
ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE AGENT, THE LC ISSUER OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
COLUMBUS, OHIO OR CLEVELAND, OHIO.

         15.3. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, THE LC ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



                                       54
<PAGE>   60

         IN WITNESS WHEREOF, the Borrowers, the Lenders, the LC Issuer and the
Agent have executed this Agreement as of the date first above written.

                                      BORROWERS:

                                      KEITHLEY INSTRUMENTS, INC.

                                      By: _____________________________________

                                      Title: __________________________________

                                             28775 Aurora Road
                                             Solon, Ohio 44139
                                             Attention: _______________________
                                             Telephone:   (216) ____-_____
                                             FAX:         (216) ____-_____


                                      KEITHLEY INSTRUMENTS, GMBH

                                      By: _____________________________________

                                      Title: __________________________________

                                             _____________________
                                             _____________________
                                             Attention: _______________________
                                             Telephone:   ____-_____
                                             FAX:         ____-_____


                                      AGENT AND LENDER:

Commitment                            BANK ONE, NA,
------------------                    Individually as a Lender and as Agent
$10,000,000                           and LC Issuer

                                      By: _____________________________________

                                      Title: __________________________________


                                             600 Superior Avenue, 3rd Floor
                                             Cleveland, Ohio  44114

                                             Attention: _______________________
                                             Telephone:   (216) ____-_____
                                             FAX:         (216) ____-_____




                                       55
<PAGE>   61

                                         PRICING SCHEDULE
<TABLE>
<CAPTION>
             =======================================================================
                 APPLICABLE MARGIN         LEVEL I STATUS        LEVEL II STATUS
             -----------------------------------------------------------------------
             <S>                           <C>                   <C>
                 Eurocurrency Rate             0.325%                0.40%
                (Dollar denominated)
             -----------------------------------------------------------------------
                 Eurocurrency Rate             0.575%                0.65%
                (Denominated in any
                 Eligible Currency
                other than Dollars)
             -----------------------------------------------------------------------
                   Floating Rate                 0%                    0%
             =======================================================================

             =======================================================================
             APPLICABLE FEE RATE           LEVEL I STATUS        LEVEL II STATUS
             -----------------------------------------------------------------------
                 Facility Fee                 0.20%                  0.25%
             =======================================================================
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Company delivered pursuant to Section 6.1(i) or (ii).

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, the
Leverage Ratio is less than or equal to 0.50 to 1.00.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Company referred to in the most recent Financials, the
Company has not qualified for Level I Status.

         "Status" means either Level I Status or Level II Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Company's Status as reflected
in the then most recent Financials. Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective five Business Days after the
Agent has received the applicable Financials. If the Company fails to deliver
the Financials to the Agent at the time required pursuant to Section 6.1, then
the Applicable Margin and Applicable Fee Rate shall be the highest Applicable
Margin and Applicable Fee Rate set forth in the foregoing table until five days
after such Financials are so delivered.


DETROIT  7-3472  582019-2



                                       56