<PAGE>
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                              COLLATERAL AGREEMENT


                                     made by


                            HARVARD INDUSTRIES, INC.
                              DOEHLER-JARVIS, INC.,
                       HARVARD TRANSPORTATION CORPORATION,
                        DOEHLER-JARVIS GREENEVILLE, INC.,
                       POTTSTOWN PRECISION CASTING, INC.,
                       DOEHLER-JARVIS TECHNOLOGIES, INC.,
                          DOEHLER-JARVIS TOLEDO, INC.,
                            HARMAN AUTOMOTIVE, INC.,
                          HAYES-ALBION CORPORATION, and
                         THE KINGSTON-WARREN CORPORATION

                                   in favor of

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Administrative Agent



                          Dated as of November 24, 1998



================================================================================



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

SECTION 1. DEFINED TERMS ..................................................    2
   1.1 Definitions ........................................................    2
   1.2 Other Definitional Provisions ......................................    5

SECTION 2. GRANT OF SECURITY INTEREST .....................................    6
   2.1 Collateral .........................................................    6
   2.2 Grant of First Priority Security Interest ..........................    6

SECTION 3. REPRESENTATIONS AND WARRANTIES .................................    7
   3.1 Title; No Other Liens ..............................................    7
   3.2 Perfected Liens ....................................................    7
   3.3 Chief Executive Office .............................................    7
   3.4 Inventory and Equipment ............................................    7
   3.5 Farm Products ......................................................    8
   3.6 Pledged Securities .................................................    8
   3.7 Receivables ........................................................    8
   3.8 Contracts ..........................................................    8
   3.9 Intellectual Property9

SECTION 4. COVENANTS ......................................................   10
   4.1 Delivery of Instruments and Chattel Paper ..........................   10
   4.2 Maintenance of Insurance ...........................................   10
   4.3 Payment of Obligations .............................................   10
   4.4 Maintenance of Perfected Security Interest; Further Documentation ..   11
   4.5 Changes in Locations, Name, etc ....................................   11
   4.6 Notices ............................................................   12
   4.7 Pledged Securities .................................................   12
   4.8 Receivables ........................................................   13
   4.9 Contracts ..........................................................   13
   4.10Intellectual Property ..............................................   14

SECTION 5. REMEDIAL PROVISIONS ............................................   15
   5.1 Certain Matters Relating to Receivables ............................   15
   5.2 Communications with Obligors; Grantors Remain Liable ...............   16
   5.3 Pledged Stock ......................................................   16
   5.4 Proceeds to be Turned Over To Administrative Agent .................   17
   5.5 Application of Proceeds ............................................   18
   5.6 Code and Other Remedies ............................................   18
   5.7 Registration Rights ................................................   19
   5.8 Waiver; Deficiency .................................................   20


                                        i

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SECTION 6. THE ADMINISTRATIVE AGENT .....................................     20
   6.1   Administrative Agent's Appointment as Attorney-in-Fact, etc ....     20
   6.2   Duty of Administrative Agent ...................................     22
   6.3   Execution of Financing Statements ..............................     22
   6.4   Authority of Administrative Agent ..............................     23

SECTION 7. MISCELLANEOUS ................................................     23
   7.1   Amendments in Writing ..........................................     23
   7.2   Notices ........................................................     23
   7.3   No Waiver by Course of Conduct; Cumulative Remedies ............     23
   7.4   Enforcement Expenses; Indemnification ..........................     23
   7.5   Successors and Assigns .........................................     24
   7.6   Set-Off ........................................................     24
   7.7   Counterparts ...................................................     24
   7.8   Severability ...................................................     25
   7.9   Section Headings ...............................................     25
   7.10  Integration ....................................................     25
   7.11  GOVERNING LAW ..................................................     25
   7.12  Submission To Jurisdiction; Waivers ............................     25
   7.13  Acknowledgements ...............................................     26
   7.14  Additional Grantors ............................................     26
   7.15  Releases .......................................................     26
   7.16  WAIVER OF JURY TRIAL ...........................................     28


                                       ii

<PAGE>


                              COLLATERAL AGREEMENT

     COLLATERAL AGREEMENT, dated as of November 24, 1998, made by each of the
signatories hereto (together with any other entity that may become a party
hereto as provided herein, the "Grantors"), in favor of GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent (in such capacity, the "Administrative
Agent") for the banks and other financial institutions (the "Lenders") from time
to time parties to the Credit Agreement, dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among HARVARD INDUSTRIES, INC., a Delaware corporation,
DOEHLER-JARVIS, INC., a Delaware corporation, HARVARD TRANSPORTATION
CORPORATION, a Michigan corporation, DOEHLER-JARVIS GREENEVILLE, INC., a
Delaware corporation, POTTSTOWN PRECISION CASTING, INC., a Delaware corporation,
DOEHLER-JARVIS TECHNOLOGIES, INC., a Delaware corporation, DOEHLER-JARVIS TOLEDO
INC., a Delaware corporation, HARMAN AUTOMOTIVE, INC., a Michigan corporation,
HAYES-ALBION CORPORATION, a Michigan corporation, THE KINGSTON-WARREN
CORPORATION, a New Hampshire corporation (collectively, the "Borrowers"), the
Lenders, LEHMAN BROTHERS INC., as advisor and arranger (in such capacity, the
"Arranger"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such
capacity, the "Syndication Agent") and GENERAL ELECTRIC CAPITAL CORPORATION, as
Administrative Agent.

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the Borrowers upon the terms and subject
to the conditions set forth therein;

     WHEREAS, the Grantors are members of an affiliated group of companies;

     WHEREAS, the Grantors are engaged in related businesses, and each Grantor
will derive substantial direct and indirect benefit from the making of the
extensions of credit under the Credit Agreement; and

     WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective extensions of credit to the Borrowers under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement to
the Administrative Agent for the benefit of the Agents and the Lenders;

     NOW, THEREFORE, in consideration of the premises and to induce the
Arranger, the Agents and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the
Borrowers thereunder, each Grantor hereby agrees with the Administrative Agent,
for the benefit of the Agents and the Lenders, as follows:


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                                                                               2

                            SECTION 1. DEFINED TERMS

     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement, and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are used
herein as so defined: Chattel Paper, Documents, Farm Products, Instruments and
Investment Property.

     (b) The following terms shall have the following meanings:

     "Agreement": this Collateral Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.

     "Collateral": as defined in Section 2.

     "Collateral Account": any collateral account established by the
Administrative Agent as provided in Section 5.1 or 5.4.

     "Contracts": the contracts and agreements listed in Schedule 7, as the same
may be amended, supplemented or otherwise modified from time to time, including,
without limitation, (i) all rights of any Grantor to receive moneys due and to
become due to it thereunder or in connection therewith, (ii) all rights of any
Grantor to damages arising thereunder and (iii) all rights of any Grantor to
perform and to exercise all remedies thereunder.

     "Copyrights": (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including,
without limitation, those listed in Schedule 6), all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United
States Copyright Office, and (ii) the right to obtain all renewals thereof.

     "Copyright Licenses": any written agreement naming any Grantor as licensor
(including, without limitation, those listed in Schedule 6) granting any right
under any Copyright, including, without limitation, the grant of rights to
manufacture, distribute, exploit and sell materials derived from any Copyright.

     "General Intangibles": all "general intangibles" as such term is defined in
Section 9-106 of the Uniform Commercial Code in effect in the State of New York
on the date hereof and, in any event, including, without limitation, with
respect to any Grantor, all contracts, agreements, instruments and indentures in
any form, and portions thereof, to which such Grantor is a party or under which
such Grantor has any right, title or interest or to which such Grantor or any
property of such Grantor is subject, as the same may from time to time be
amended, supplemented or otherwise modified, including, without limitation, (i)
all rights of such Grantor to receive moneys due and to become due to it
thereunder or in connection therewith, (ii) all rights of such Grantor to
damages 


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                                                                               3

arising thereunder and (iii) all rights of such Grantor to perform and to
exercise all remedies thereunder, in each case to the extent the grant by such
Grantor of a security interest pursuant to this Agreement in its right, title
and interest in such contract, agreement, instrument or indenture is not
prohibited by such contract, agreement, instrument or indenture without the
consent of any other party thereto, would not give any other party to such
contract, agreement, instrument or indenture the right to terminate its
obligations thereunder, or is permitted with consent if all necessary consents
to such grant of a security interest have been obtained from the other parties
thereto (it being understood that the foregoing shall not be deemed to obligate
such Grantor to obtain such consents); provided, that the foregoing limitation
shall not affect, limit, restrict or impair the grant by such Grantor of a
security interest pursuant to this Agreement in any Receivable or any money or
other amounts due or to become due under any such contract, agreement,
instrument or indenture.

     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without
limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent
Licenses, the Trademarks and the Trademark Licenses that are owned, held or used
in the business of any Grantor or any of its Subsidiaries, and all rights to sue
at law or in equity for any infringement or other impairment thereof, including
the right to receive all proceeds and damages therefrom.

     "Intercompany Note": any promissory note evidencing loans made by any
Grantor to any of its Subsidiaries (that is not a Grantor).

     "Intercreditor Agreement": the Intercreditor Agreement among (i) Norwest
Bank Minnesota, N.A., as Trustee, (ii) the Administrative Agent and (iii) the
Borrower Representative, dated as of November 24, 1998.

     "Issuers": the collective reference to each issuer of a Pledged Security.

     "New York UCC": the Uniform Commercial Code as from time to time in effect
in the State of New York.

     "Obligations": the collective reference to the unpaid principal of and
interest on the Loans and Reimbursement Obligations and all other obligations
and liabilities of the Borrowers (including, without limitation, interest
accruing at the then applicable rate provided in the Credit Agreement after the
maturity of the Loans and Reimbursement Obligations and interest accruing at the
then applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to any Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) to the
Agents or any Lender (or, in the case of any Hedge Agreement referred to below,
any Affiliate of any 


<PAGE>


                                                                               4

Lender), whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, this Agreement, the other Loan Documents,
any Letter of Credit or any Hedge Agreement entered into by the Borrowers with
any Lender (or any Affiliate of any Lender) or any other document made,
delivered or given in connection therewith, in each case whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Agents or to the Lenders that are required to be paid by the
Borrowers pursuant to the terms of any of the foregoing agreements).

     "Patents": (i) all letters patent of the United States, any other country
or any political subdivision thereof, all reissues and extensions thereof and
all goodwill associated therewith, including, without limitation, any of the
foregoing referred to in Schedule 6, (ii) all applications for letters patent of
the United States or any other country and all divisions, continuations and
continuations-in-part thereof, including, without limitation, any of the
foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues
or extensions of the foregoing.

     "Patent License": all agreements, whether written or oral, providing for
the grant by Grantor of any right to manufacture, use or sell any invention
covered in whole or in part by a Patent, including, without limitation, any of
the foregoing referred to in Schedule 6.

     "Pledged Notes": all promissory notes listed on Schedule 2, all
Intercompany Notes at any time issued to any Grantor and all other promissory
notes issued to or held by any Grantor (other than promissory notes issued in
connection with extensions of trade credit by any Grantor in the ordinary course
of business).

     "Pledged Securities": the collective reference to the Pledged Notes and the
Pledged Stock.

     "Pledged Stock": the shares of Capital Stock listed on Schedule 2, together
with any other shares, stock certificates, options or rights of any nature
whatsoever in respect of the Capital Stock of any Person that may be issued or
granted to, or held by, any Grantor while this Agreement is in effect.

     "Proceeds": all "proceeds" as such term is defined in Section 9-306(1) of
the Uniform Commercial Code in effect in the State of New York on the date
hereof and, in any event, shall include, without limitation, all dividends or
other income from the Pledged Securities, collections thereon or distributions
or payments with respect thereto.

     "Receivable": any right to payment for goods sold or leased or for services
rendered, whether or not such right is evidenced by an Instrument or 


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                                                                               5

Chattel Paper and whether or not it has been earned by performance (including,
without limitation, any Account).

     "Securities Act": the Securities Act of 1933, as amended.

     "Trademarks": (i) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers, and all goodwill associated
therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and all common-law rights related thereto,
including, without limitation, any of the foregoing referred to in Schedule 6,
and (ii) the right to obtain all renewals thereof.

     "Trademark License": any agreement, whether written or oral, providing for
the grant by or to any Grantor of any right to use any Trademark, including,
without limitation, any of the foregoing referred to in Schedule 6.

     "Unperfected Collateral": as defined in Section 3.2.

     "Vehicles": all cars, trucks, trailers, construction and earth moving
equipment and other vehicles covered by a certificate of title law of any state
and all tires and other appurtenances to any of the foregoing.

     1.2 Other Definitional Provisions. (a) The words "hereof," "herein",
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

     (b) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     (c) Where the context requires, terms relating to the Collateral or any
part thereof, when used in relation to a Grantor, shall refer to such Grantor's
Collateral or the relevant part thereof.

                      SECTION 2. GRANT OF SECURITY INTEREST

     2.1 Collateral. For the purposes of this Agreement, all of the following
property now owned or at any time hereafter acquired by a Grantor or in which a
Grantor now has or at any time in the future may acquire any right, title or
interest is collectively referred to as the "Collateral":



<PAGE>
                                                                               6


     (a)  all Accounts;

     (b)  all Chattel Paper;

     (c)  all Contracts;

     (d)  all Documents;

     (e)  all Equipment;

     (f)  all General Intangibles;

     (g)  all Instruments;

     (h)  all Intellectual Property;

     (i)  all Inventory;

     (j)  all Pledged Securities;

     (k)  all Vehicles;

     (l)  all Investment Property;

     (m)  all deposit accounts and other bank accounts;

     (n)  all books and records pertaining to the Collateral; and

     (o)  to the extent not otherwise included, all Proceeds and products of any
          and all of the foregoing and all collateral security and guarantees
          given by any Person with respect to any of the foregoing.

     2.2 Grant of First Priority Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether at stated
maturity, acceleration or otherwise) of the Obligations, each Grantor hereby
grants, assigns and transfers to the Administrative Agent for the benefit of the
Agents and the Lenders, a first priority security interest in all of its
Collateral (except for Liens which by their terms do not permit other Liens to
attach to the subject collateral), subject to Liens permitted by Section 7.3 of
the Credit Agreement.



<PAGE>
                                                                               7


                    SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrowers thereunder, each Grantor hereby represents and warrants
to the Administrative Agent and each Lender that:

     3.1 Title; No Other Liens. Except for the security interest granted to the
Administrative Agent for the benefit of the Agents and the Lenders pursuant to
this Agreement and the other Liens permitted to exist on the Collateral by
Section 7.3 of the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement, other than with respect to the DIP Facilities, or other public notice
with respect to all or any part of the Collateral is on file or of record in any
public office, except such as have been filed in favor of the Administrative
Agent, for the benefit of the Lenders, pursuant to this Agreement or as are
permitted by the Credit Agreement or except as shall be terminated on the date
hereof.

     3.2 Perfected Liens. The security interests granted pursuant to this
Agreement upon completion of the filings and other actions specified on Schedule
3 (which, in the case of all filings and other documents referred to on said
Schedule, have been delivered to the Administrative Agent in completed and duly
executed form) will constitute valid perfected security interests in all of the
Collateral (except for Vehicles and except for Intellectual Property not listed
on Schedule 6 (the "Unperfected Collateral")) in favor of the Administrative
Agent, for the benefit of the Agents and the Lenders, as collateral security for
such Grantor's Obligations, enforceable in accordance with the terms hereof and
applicable law against all creditors of such Grantor and are prior to all other
Liens on the Collateral in existence on the date hereof except for (i) Liens
permitted by Section 7.3 of the Credit Agreement, (ii) Liens which have priority
over the Liens on the Collateral by operation of law and (iii) Liens described
on Schedule 8.

     3.3 Chief Executive Office. On the date hereof, such Grantor's
jurisdiction of organization and the location of such Grantor's chief executive
office or sole place of business are specified on Schedule 4.

     3.4 Inventory and Equipment. On the date hereof, the Inventory and the
Equipment (other than mobile goods) are kept at the locations listed on Schedule
5.

     3.5 Farm Products. None of the Collateral constitutes, or is the Proceeds
of, Farm Products.

     3.6 Pledged Securities. (a) The shares of Pledged Stock pledged by such
Grantor hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each domestic Issuer owned by such Grantor.


<PAGE>
                                                                               8



     (b) All the shares of the Pledged Stock have been duly and validly issued
and are fully paid and nonassessable.

     (c) Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

     (d) Such Grantor is the record and beneficial owner of, and has good and
marketable title to, the Pledged Securities pledged by it hereunder, free of any
and all Liens or options in favor of, or claims of, any other Person, except the
security interest created by this Agreement.

     3.7 Receivables. (a) No amount payable to such Grantor under or in
connection with any Receivable is evidenced by any Instrument or Chattel Paper
which has not been delivered to the Administrative Agent.

     (b) Substantially all of the obligors on Receivables are not Governmental
Authorities.

     (c) The amounts represented by such Grantor to the Lenders from time to
time as owing to such Grantor in respect of the Receivables will at such times
be accurate.

     3.8 Contracts. (a) No consent of any party (other than such Grantor) to any
Contract is required, or purports to be required, in connection with the
execution, delivery and performance of this Agreement.

     (b) Each Contract is in full force and effect and constitutes a valid and
legally enforceable obligation of the parties thereto, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

     (c) No consent or authorization of, filing with or other act by or in
respect of any Governmental Authority is required in connection with the
execution, delivery, performance, validity or enforceability of any of the
Contracts by any party thereto other than those which have been duly obtained,
made or performed, are in full force and effect and do not subject the scope of
any such Contract to any material adverse limitation, either specific or general
in nature.

     (d) Neither such Grantor nor (to the best of such Grantor's knowledge) any
of the other parties to the Contracts is in default in the performance or
observance of any of the terms thereof in any manner that, in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

<PAGE>
                                                                               9



     (e) The right, title and interest of such Grantor in, to and under the
Contracts are not subject to any defenses, offsets, counterclaims or claims
that, in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

     (f) Such Grantor has delivered to the Administrative Agent a complete and
correct copy of each Contract, including all amendments, supplements and other
modifications thereto.

     (g) No amount payable to such Grantor under or in connection with any
Contract is evidenced by any Instrument or Chattel Paper which has not been
delivered to the Administrative Agent.

     (h) None of the parties to any Contract is a Governmental Authority.

     3.9 Intellectual Property. (a) Schedule 6 lists all registrations,
applications for, and all material unregistered Intellectual Property owned by
such Grantor in its own name on the date hereof.

     (b) On the date hereof, all material Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned and, to the best
knowledge of such Grantor, does not infringe the intellectual property rights of
any other Person.

     (c) Except as set forth in Schedule 6, on the date hereof, none of the
Intellectual Property is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.

     (d) No holding, decision or judgment has been rendered by any Governmental
Authority which would limit, cancel or question the validity of, or such
Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

     (e) No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual Property or such Grantor's ownership interest
therein, or (ii) which, if adversely determined, would have a material adverse
effect on the value of any Intellectual Property.

                              SECTION 4. COVENANTS

     Each Grantor covenants and agrees with the Administrative Agent and the
Lenders that, from and after the date of this Agreement until the Obligations
shall have been paid in full, no Letter of Credit shall be outstanding and the
Commitments shall have terminated:

<PAGE>
                                                                              10


     4.1 Delivery of Instruments and Chattel Paper. If any amount payable under
or in connection with any of the Collateral shall be or become evidenced by any
Instrument or Chattel Paper, such Instrument or Chattel Paper shall be
immediately delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement.

     4.2 Maintenance of Insurance. (a) Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory, Equipment and Vehicles against loss by fire, explosion, theft and
such other casualties as may be reasonably satisfactory to the Administrative
Agent and (ii) to the extent requested by the Administrative Agent, insuring
such Grantor, the Administrative Agent and the Lenders against liability for
personal injury and property damage relating to such Inventory, Equipment and
Vehicles, such policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Administrative Agent and the Lenders.

     (b) All such insurance shall (i) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least 30 days after receipt by the Administrative Agent of written
notice thereof, (ii) name the Administrative Agent as insured party or loss
payee, (iii) if reasonably requested by the Administrative Agent, include a
breach of warranty clause and (iv) be reasonably satisfactory in all other
respects to the Administrative Agent.

     (c) Upon the reasonable request of the Administrative Agent, the Borrowers
shall deliver to the Administrative Agent and the Lenders a report of a
reputable insurance broker with respect to such insurance substantially
concurrently with the delivery by the Borrowers to the Administrative Agent of
their audited financial statements for each fiscal year and such supplemental
reports with respect thereto as the Administrative Agent may from time to time
reasonably request.

     4.3 Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes (except as may be treated under the Plan of
Reorganization), assessments and governmental charges or levies imposed upon the
Collateral or in respect of income or profits therefrom, as well as all claims
of any kind (including, without limitation, claims for labor, materials and
supplies) against or with respect to the Collateral, except that no such charge
need be paid if the amount or validity thereof is currently being contested in
good faith by appropriate proceedings, reserves in conformity with GAAP with
respect thereto have been provided on the books of such Grantor and such
proceedings could not reasonably be expected to result in the sale, forfeiture
or loss of any material portion of the Collateral or any interest therein.

     4.4 Maintenance of Perfected Security Interest; Further Documentation. (a)
Such Grantor shall maintain the security interest created by this Agreement as a
perfected security interest (except with respect to Unperfected Collateral, to
the extent that filing of UCC financing statements is insufficient to perfect a
security interest in such Unperfected Collateral) having at least the priorities
described in Section 2 and shall defend such security interest against the
claims and demands of all Persons whomsoever.


<PAGE>
                                                                              11


     (b) Such Grantor will furnish to the Administrative Agent from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Administrative Agent
may reasonably request, all in reasonable detail.

     (c) At any time and from time to time, upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, the filing of any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby.

     4.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15
days' prior written notice to the Administrative Agent and delivery to the
Administrative Agent of (a) all additional executed financing statements and
other documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein
and (b) if applicable, a written supplement to Schedule 5 showing any additional
location at which Inventory or Equipment shall be kept:

          (i) permit any of the Inventory or Equipment to be kept at a location
     other than those listed on Schedule 5, except with respect to Equipment
     under repair and held by bailees;

          (ii) change the location of its chief executive office or sole place
     of business from that referred to in Section 3.3; or

          (iii) change its name, identity or corporate structure to such an
     extent that any financing statement filed by the Administrative Agent in
     connection with this Agreement would become misleading.

     4.6 Notices. Such Grantor will advise the Administrative Agent and the
Lenders promptly, in reasonable detail, of:

     (a) any Lien (other than security interests created hereby or Liens
permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Administrative Agent to exercise any of its
remedies hereunder; and

     (b) of the occurrence of any other event which could reasonably be expected
to have a material adverse effect on the aggregate value of the Collateral or on
the security interests created hereby (the materiality of the adverse nature of
any such occurrence or other event will not be presumed by the sending of any
such notice).

     4.7 Pledged Securities. If such Grantor shall become entitled to receive or
shall receive any stock certificate (including, without limitation, any
certificate 


<PAGE>
                                                                              12


representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Administrative
Agent and the Lenders, hold the same in trust for the Administrative Agent and
the Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor to the Administrative Agent,
if required, together with an undated stock power covering such certificate duly
executed in blank by such Grantor and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the Obligations.
Subject to the provisions of the Credit Agreement any sums paid upon or in
respect of the Pledged Securities upon the liquidation or dissolution of any
Issuer shall be paid over to the Administrative Agent to be held by it hereunder
as additional collateral security for the Obligations, and in case any
distribution of capital shall be made on or in respect of the Pledged Securities
or any property shall be distributed upon or with respect to the Pledged
Securities pursuant to the recapitalization or reclassification of the capital
of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall, unless otherwise subject to a perfected security interest in
favor of the Administrative Agent, be delivered to the Administrative Agent to
be held by it hereunder as additional collateral security for the Obligations.
If any sums of money or property so paid or distributed in respect of the
Pledged Securities shall be received by such Grantor, such Grantor shall, until
such money or property is paid or delivered to the Administrative Agent, hold
such money or property in trust for the Lenders, segregated from other funds of
such Grantor, as additional collateral security for the Obligations.

     (b) Without the prior written consent of the Administrative Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any stock or other equity securities of any nature or to issue
any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Pledged Securities or Proceeds thereof (except
pursuant to a transaction expressly permitted by the Credit Agreement), (iii)
create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect to, any of the Pledged Securities or Proceeds thereof,
or any interest therein, except for the security interests created by this
Agreement or (iv) enter into any agreement or undertaking restricting the right
or ability of such Grantor or the Administrative Agent to sell, assign or
transfer any of the Pledged Securities or Proceeds thereof.

     (c) In the case of each Grantor which is an Issuer, such Issuer agrees that
(i) it will be bound by the terms of this Agreement relating to the Pledged
Securities issued by it and will comply with such terms insofar as such terms
are applicable to it, (ii) it will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 4.7(a) with
respect to the Pledged Securities issued by it and (iii) the terms of Sections
5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the
Pledged Securities issued by it.

<PAGE>
                                                                              13



     4.8 Receivables. (a) Other than in the ordinary course of business
consistent with its past practice, such Grantor will not (i) grant any extension
of the time of payment of any Receivable, (ii) compromise or settle any
Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.

     (b) Such Grantor will deliver to the Administrative Agent a copy of each
material demand, notice or document received by it that questions or calls into
doubt the validity or enforceability of more than 5% of the aggregate amount of
the then outstanding Receivables.

     4.9 Contracts. (a) Such Grantor will perform and comply in all material
respects with all its obligations under the Contracts.

     (b) Such Grantor will not amend, modify, terminate or waive any provision
of any Contract in any manner which could reasonably be expected to materially
adversely affect the value of such Contract as Collateral.

     (c) Such Grantor will exercise promptly and diligently each and every
material right which it may have under each Contract (other than any right of
termination).

     (d) Such Grantor will deliver to the Administrative Agent a copy of each
material demand, notice or document received by it relating in any way to any
Contract that questions the validity or enforceability of such Contract.

     4.10 Intellectual Property. (a) Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark on each and every
trademark class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain such Trademark
in full force free from any claim of abandonment for non-use, (ii) maintain as
in the past the quality of products and services offered under each material
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law,
(iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of each material Trademark unless the Administrative Agent, for the
benefit of the Lenders, shall obtain a perfected security interest in such mark
pursuant to this Agreement, and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby each
material Trademark may become invalidated or impaired in any way. (b)ab Such
Grantor (either itself or through licensees) will not do any act, or omit to do
any act, whereby any material Patent may become forfeited, abandoned or
dedicated to the public.

     (c) Such Grantor (either itself or through licensees) (i) will not (and
will not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act 


<PAGE>
                                                                              14


whereby any material Copyright may become invalidated or otherwise impaired or
fall into the public domain.

     (d) Such Grantor (either itself or through licensees) will not do any act
that knowingly uses any material Intellectual Property to infringe the
intellectual property rights of any other Person.

     (e) Such Grantor will notify the Administrative Agent and the Lenders
immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country) regarding such Grantor's ownership of, or the validity of, any
material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same.

     (f) Whenever such Grantor, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Administrative Agent within five Business Days after the last day
of the fiscal quarter in which such filing occurs. Upon request of the
Administrative Agent, such Grantor shall execute and deliver, and have recorded,
any and all agreements, instruments, documents, and papers as the Administrative
Agent may request to evidence the Administrative Agent's and the Lenders'
security interest in any Copyright, Patent or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby.

     (g) Such Grantor will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

     (h) In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, such Grantor shall (i) take such
actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and promptly notify the
Administrative Agent after it learns thereof and take all appropriate remedial
action, including, when appropriate, sue for infringement, misappropriation or
dilution, to seek injunctive relief where appropriate and to recover any and all
damages for such infringement, misappropriation or dilution.


<PAGE>
                                                                              15

                         SECTION 5. REMEDIAL PROVISIONS

     5.1 Certain Matters Relating to Receivables. (a) The Administrative Agent
shall have the right to make test verifications of the Receivables in any manner
and through any medium that it reasonably considers advisable, and each Grantor
shall furnish all such assistance and information as the Administrative Agent
may require in connection with such test verifications. At any time and from
time to time, upon the Administrative Agent's request and at the expense of the
relevant Grantor, such Grantor shall cause independent public accountants or
others satisfactory to the Administrative Agent to furnish to the Administrative
Agent reports showing reconciliations, aging and test verifications of, and
trial balances for, the Receivables; provided, however that unless a Default or
Event Default shall have occurred and be continuing, the Administrative Agent
shall request no more than two (2) such reports during any calendar year.

     (b) The Administrative Agent hereby authorizes each Grantor to collect such
Grantor's Receivables and the Administrative Agent may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default. If required by the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, any payments of
Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any
event, within two Business Days) deposited by such Grantor in the exact form
received, duly indorsed by such Grantor to the Administrative Agent if required,
in a Collateral Account maintained under the sole dominion and control of the
Administrative Agent, subject to withdrawal by the Administrative Agent for the
account of the Lenders only as provided in Section 5.5, and (ii) until so turned
over, shall be held by such Grantor in trust for the Administrative Agent and
the Lenders, segregated from other funds of such Grantor. Each such deposit of
Proceeds of Receivables shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the deposit.

     (c) At the Administrative Agent's request, each Grantor shall deliver to
the Administrative Agent all original and other documents evidencing, and
relating to, the agreements and transactions which gave rise to the Receivables,
including, without limitation, all original orders, invoices and shipping
receipts.

     5.2 Communications with Obligors; Grantors Remain Liable. (a) The
Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables and parties to the Contracts to
verify with them to the Administrative Agent's satisfaction the existence,
amount and terms of any Receivables or Contracts.

     (b) Upon the request of the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, each Grantor shall
notify obligors on the Receivables and parties to the Contracts that the
Receivables and the Contracts have been assigned to the Administrative Agent for
the benefit of the Agents and the Lenders and that payments in respect thereof
shall be made directly to the Administrative Agent.

     (c) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables and Contracts to observe and perform
all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with 



<PAGE>
                                                                              16



the terms of any agreement giving rise thereto. Neither the Administrative Agent
nor any Lender shall have any obligation or liability under any Receivable (or
any agreement giving rise thereto) or Contract by reason of or arising out of
this Agreement or the receipt by the Administrative Agent or any Lender of any
payment relating thereto, nor shall the Administrative Agent or any Lender be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Receivable (or any agreement giving rise thereto) or
Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.

     5.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and
be continuing and the Administrative Agent shall have given notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice, to
the extent permitted in the Credit Agreement, and to exercise all voting and
corporate rights with respect to the Pledged Securities; provided, however, that
no vote shall be cast or corporate right exercised or other action taken which,
in the Administrative Agent's reasonable judgment, would impair the Collateral
or which would be inconsistent with or result in any violation of any provision
of the Credit Agreement, this Agreement or any other Loan Document.

     (b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors, (i) the Administrative Agent shall have the
right to receive any and all cash dividends, payments or other Proceeds paid in
respect of the Pledged Securities and make application thereof to the
Obligations in the order set forth in Section 5.5, and (ii) any or all of the
Pledged Securities shall be registered in the name of the Administrative Agent
or its nominee, and the Administrative Agent or its nominee may thereafter
exercise (x) all voting, corporate and other rights pertaining to such Pledged
Securities at any meeting of shareholders of the relevant Issuer or Issuers or
otherwise and (y) any and all rights of conversion, exchange and subscription
and any other rights, privileges or options pertaining to such Pledged
Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or
option pertaining to such Pledged Securities, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.

     (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged
Securities pledged by such Grantor hereunder to (i) comply with any instruction

<PAGE>
                                                                              17


received by it from the Administrative Agent in writing that (x) states that an
Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Pledged Securities directly to the Administrative Agent.

     5.4 Proceeds to be Turned Over To Administrative Agent. In addition to the
rights of the Administrative Agent and the Lenders specified in Section 5.1 with
respect to payments of Receivables, all Proceeds received by any Grantor
consisting of cash, checks and other near-cash items shall be held by such
Grantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of such Grantor, and shall, forthwith upon receipt by such Grantor,
be turned over to the Administrative Agent in the exact form received by such
Grantor (duly indorsed by such Grantor to the Administrative Agent, if
required). All Proceeds received by the Administrative Agent hereunder shall be
held by the Administrative Agent in a Collateral Account maintained under its
sole dominion and control. All Proceeds while held by the Administrative Agent
in a Collateral Account (or by such Grantor in trust for the Administrative
Agent and the Lenders) shall continue to be held as collateral security for all
the Obligations and shall not constitute payment thereof until applied as
provided in Section 5.5.

     5.5 Application of Proceeds. If an Event of Default shall have occurred
and be continuing, at any time at the Administrative Agent's election, the
Administrative Agent may apply all or any part of Proceeds constituting
Collateral, whether or not held in any Collateral Account in payment of the
Obligations in the order specified in the Intercreditor Agreement.

     5.6 Code and Other Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Agents and the Lenders,
may exercise, in addition to all other rights and remedies granted to them in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived) may in such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Administrative Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Administrative Agent or any Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in any
Grantor, which right or equity is hereby waived and released. Each Grantor
further agrees, at the Administrative Agent's request, to assemble the

<PAGE>
                                                                              18


Collateral and make it available to the Administrative Agent at places which the
Administrative Agent shall reasonably select, whether at such Grantor's premises
or elsewhere. The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section 5.6, after deducting all reasonable
costs and expenses of every kind incurred in connection therewith or incidental
to the care or safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Administrative Agent and the Lenders
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Administrative Agent may elect, and only after such application and
after the payment by the Administrative Agent of any other amount required by
any provision of law, including, without limitation, Section 9-504(1)(c) of the
New York UCC, need the Administrative Agent account for the surplus, if any, to
any Grantor. To the extent permitted by applicable law, each Grantor waives all
claims, damages and demands it may acquire against the Administrative Agent or
any Lender arising out of the exercise by them of any rights hereunder. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.

     5.7 Registration Rights. (a) If the Administrative Agent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section
5.6, and if in the opinion of the Administrative Agent it is necessary or
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act, the relevant Grantor will
cause the Issuer thereof to (i) execute and deliver, and cause the directors and
officers of such Issuer to execute and deliver, all such instruments and
documents, and do or cause to be done all such other acts as may be, in the
opinion of the Administrative Agent, necessary or advisable to register the
Pledged Stock, or that portion thereof to be sold, under the provisions of the
Securities Act, (ii) use its best efforts to cause the registration statement
relating thereto to become effective and to remain effective for a period of one
year from the date of the first public offering of the Pledged Stock, or that
portion thereof to be sold, and (iii) make all amendments thereto and/or to the
related prospectus which, in the opinion of the Administrative Agent, are
necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. Each Grantor agrees to cause such Issuer to
comply with the provisions of the securities or "Blue Sky" laws of any and all
jurisdictions which the Administrative Agent shall designate and to make
available to its security holders, as soon as practicable, an earnings statement
(which need not be audited) which will satisfy the provisions of Section 11(a)
of the Securities Act.

     (b) Each Grantor recognizes that the Administrative Agent may be unable to
effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for 


<PAGE>
                                                                              19


the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.

     (c) Each Grantor agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Stock pursuant to this Section 5.7 valid and binding and
in compliance with any and all other applicable Requirements of Law. Each
Grantor further agrees that a breach of any of the covenants contained in this
Section 5.7 will cause irreparable injury to the Administrative Agent and the
Lenders, that the Administrative Agent and the Lenders have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 5.7 shall be specifically enforceable against
such Grantor, and such Grantor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred under the Credit Agreement.

     5.8 Waiver; Deficiency. Each Grantor waives and agrees not to assert any
rights or privileges which it may acquire under Section 9-112 of the New York
UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any
sale or other disposition of the Collateral are insufficient to pay its
Obligations and the fees and disbursements of any attorneys employed by the
Administrative Agent or any Lender to collect such deficiency.

                       SECTION 6. THE ADMINISTRATIVE AGENT

     6.1 Administrative Agent's Appointment as Attorney-in-Fact, etc. (a) Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of such Grantor and in the name of such Grantor or in its own name,
for the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the
Administrative Agent the power and right, on behalf of such Grantor, without
notice to or assent by such Grantor, to do any or all of the following:

          (i) in the name of such Grantor or its own name, or otherwise, take
     possession of and indorse and collect any checks, drafts, notes,
     acceptances or other instruments for the payment of moneys due under any
     Receivable or Contract or with respect to any other Collateral and file any
     claim or take any other action or proceeding in any court of law or equity
     or otherwise deemed appropriate by the Administrative Agent for the purpose
     of collecting any and all such moneys due under any Receivable or Contract
     or with respect to any other Collateral whenever payable;


<PAGE>
                                                                              20


          (ii) in the case of any Intellectual Property, execute and deliver,
     and have recorded, any and all agreements, instruments, documents and
     papers as the Administrative Agent may request to evidence the
     Administrative Agent's and the Lenders' security interest in such
     Intellectual Property and the goodwill and general intangibles of such
     Grantor relating thereto or represented thereby;

          (iii) pay or discharge taxes and Liens levied or placed on or
     threatened against the Collateral, effect any repairs or any insurance
     called for by the terms of this Agreement and pay all or any part of the
     premiums therefor and the costs thereof;

          (iv) execute, in connection with any sale provided for in Section 5.6
     or 5.7, any indorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral; and

          (v) direct any party liable for any payment under any of the
     Collateral to make payment of any and all moneys due or to become due
     thereunder directly to the Administrative Agent or as the Administrative
     Agent shall direct; ask or demand for, collect, and receive payment of and
     receipt for, any and all moneys, claims and other amounts due or to become
     due at any time in respect of or arising out of any Collateral; sign and
     indorse any invoices, freight or express bills, bills of lading, storage or
     warehouse receipts, drafts against debtors, assignments, verifications,
     notices and other documents in connection with any of the Collateral;
     commence and prosecute any suits, actions or proceedings at law or in
     equity in any court of competent jurisdiction to collect the Collateral or
     any portion thereof and to enforce any other right in respect of any
     Collateral; defend any suit, action or proceeding brought against such
     Grantor with respect to any Collateral; settle, compromise or adjust any
     such suit, action or proceeding and, in connection therewith, give such
     discharges or releases as the Administrative Agent may deem appropriate;
     assign any Copyright, Patent or Trademark (along with the goodwill of the
     business to which any such Copyright, Patent or Trademark pertains),
     throughout the world for such term or terms, on such conditions, and in
     such manner, as the Administrative Agent shall in its sole discretion
     determine; and generally, sell, transfer, pledge and make any agreement
     with respect to or otherwise deal with any of the Collateral as fully and
     completely as though the Administrative Agent were the absolute owner
     thereof for all purposes, and do, at the Administrative Agent's option and
     such Grantor's expense, at any time, or from time to time, all acts and
     things which the Administrative Agent deems necessary to protect, preserve
     or realize upon the Collateral and the Administrative Agent's and the
     Lenders' security interests therein and to effect the intent of this
     Agreement, all as fully and effectively as such Grantor might do.

     Anything in this Section 6.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney 


<PAGE>
                                                                              21


provided for in this Section 6.1(a) (except for the rights provided in Section
6.1(a)(iii)) unless an Event of Default shall have occurred and be continuing.

     (b) If any Grantor fails to perform or comply with any of its agreements
contained herein, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.

     (c) The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 6.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would
then be payable on past due Revolving Credit Loans that are Base Rate Loans
under the Credit Agreement, from the date of payment by the Administrative Agent
to the date reimbursed by the relevant Grantor, shall be payable by such Grantor
to the Administrative Agent on demand.

     (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.

     6.2 Duty of Administrative Agent. The Administrative Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall
be to deal with it in the same manner as the Administrative Agent deals with
similar property for its own account. Neither the Administrative Agent, any
Lender nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Administrative Agent
and the Lenders hereunder are solely to protect the Administrative Agent's and
the Lenders' interests in the Collateral and shall not impose any duty upon the
Administrative Agent or any Lender to exercise any such powers. The
Administrative Agent and the Lenders shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither
they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.

     6.3 Execution of Financing Statements. Pursuant to Section 9-402 of the New
York UCC and any other applicable law, each Grantor authorizes the
Administrative Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the
signature of such Grantor in such form and in such offices as the Administrative
Agent reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. A photographic or other reproduction
of this Agreement shall be sufficient as a financing statement or other filing
or recording document or instrument for filing or recording in any jurisdiction.

<PAGE>
                                                                              22



     6.4 Authority of Administrative Agent. Each Grantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and the Grantors, the Administrative Agent shall be
conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.

                            SECTION 7. MISCELLANEOUS

     7.1 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Credit Agreement.

     7.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.2 of the Credit Agreement.

     7.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

     7.4 Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay
or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in enforcing or preserving any rights under this Agreement and
the other Loan Documents to which such Grantor is a party, including, without
limitation, the fees and disbursements of counsel (including the allocated fees
and expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent.

     (b) Each Grantor agrees to pay, and to save the Administrative Agent and
the Lenders harmless from, any and all liabilities with respect to, or resulting
from any delay in 


<PAGE>
                                                                              23


paying, any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement.

     (c) The agreements in this Section shall survive repayment of the
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

     7.5 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns; provided
that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

     7.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative
Agent and each Lender at any time and from time to time while an Event of
Default shall have occurred and be continuing, without notice to such Grantor or
any other Grantor, any such notice being expressly waived by each Grantor, to
set-off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender to or for the credit or the
account of such Grantor (other than for the account of any Grantor acting in a
fiduciary or other special capacity), or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against and on account of the
obligations and liabilities of such Grantor to the Administrative Agent or such
Lender hereunder and claims of every nature and description of the
Administrative Agent or such Lender against such Grantor, in any currency,
whether arising hereunder, under the Credit Agreement, any other Loan Document
or otherwise, as the Administrative Agent or such Lender may elect, whether or
not the Administrative Agent or any Lender has made any demand for payment and
although such obligations, liabilities and claims may be contingent or
unmatured. The Administrative Agent and each Lender shall notify such Grantor
promptly of any such set-off and the application made by the Administrative
Agent or such Lender of the proceeds thereof, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Administrative Agent or such Lender may have. 

     7.7 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

     7.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

<PAGE>
                                                                              24


     7.9 Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     7.10 Integration. This Agreement and the other Loan Documents represent the
agreement of the Grantors, the Administrative Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Loan Documents.

     7.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     7.12 Submission To Jurisdiction; Waivers . Each Grantor hereby irrevocably
and unconditionally:

          (a) submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party, or for recognition and enforcement of any judgment in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any objection that it may now or hereafter have to the
     venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to such
     Grantor at its address referred to in Section 7.2 or at such other address
     of which the Administrative Agent shall have been notified pursuant
     thereto;

          (d) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent permitted by law, any right it may
     have to claim or recover in any legal action or proceeding referred to in
     this Section any special, exemplary, punitive or consequential damages.

<PAGE>
                                                                              25

     7.13 Acknowledgements. Each Grantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents to which it is a
     party;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to any Grantor arising out of or in connection
     with this Agreement or any of the other Loan Documents, and the
     relationship between the Grantors, on the one hand, and the Administrative
     Agent and Lenders, on the other hand, in connection herewith or therewith
     is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Grantors and the Lenders.

     7.14 Additional Grantors. Each Subsidiary of a Borrower that is required
to become a party to this Agreement pursuant to Section 6.11 of the Credit
Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

     7.15 Releases. (a) At such time as the Loans, the Reimbursement Obligations
and the other Obligations shall have been paid in full, the Commitments have
been terminated and no Letters of Credit shall be outstanding, the Collateral
shall be released from the Liens created hereby, and this Agreement and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Grantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party, and all
rights to the Collateral shall revert to the Grantors. At the request and sole
expense of any Grantor following any such termination, the Administrative Agent
shall deliver to such Grantor any Collateral held by the Administrative Agent
hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.

     (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Credit Agreement,
then the Administrative Agent, at the request and sole expense of such Grantor,
shall execute and deliver to such Grantor all releases or other documents
reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral.


<PAGE>
                                                                              26


     7.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     IN WITNESS WHEREOF, each of the undersigned has caused this Collateral
Agreement to be duly executed and delivered as of the date first above written.


                                              HARVARD INDUSTRIES, INC.
                                              DOEHLER-JARVIS, INC.
                                              HARVARD TRANSPORTATION CORPORATION
                                              DOEHLER-JARVIS GREENEVILLE, INC.
                                              POTTSTOWN PRECISION CASTING, INC.
                                              DOEHLER-JARVIS TECHNOLOGIES, INC.
                                              DOEHLER-JARVIS TOLEDO, INC.
                                              HARMAN AUTOMOTIVE, INC.
                                              HAYES-ALBION CORPORATION
                                              THE KINGSTON-WARREN CORPORATION



                                              By: /s/ D. Craig Bowman
                                                 -------------------------------
                                                 Title:



<PAGE>



                                                                      Schedule 1



                            Intentionally Left Blank





<PAGE>


                                                                      Schedule 2


                        DESCRIPTION OF PLEDGED SECURITIES


Pledged Stock:

    Issuer           Class of Stock      Stock Certificate No.    No. of Shares
    ------           --------------      ---------------------    -------------









Pledged Notes:

    Issuer                       Payee                     Principal Amount
    ------                       -----                     ----------------













<PAGE>


                                                                      Schedule 3


                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings


          [List each office where a financing statement is to be filed]




                          Patent and Trademark Filings


                               [List all filings]




                      Actions with respect to Pledged Stock




                                  Other Actions


                      [Describe other actions to be taken]


<PAGE>


                                                                      Schedule 4


LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE


    Grantor                                              Location
    -------                                              --------

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation



<PAGE>


                                                                      Schedule 5


                       LOCATION OF INVENTORY AND EQUIPMENT


    Grantor                                                Locations
    -------                                                ---------

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation



<PAGE>


                                                                      Schedule 6


                        COPYRIGHTS AND COPYRIGHT LICENSES

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation


<PAGE>


                           PATENTS AND PATENT LICENSES

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation




<PAGE>


                        TRADEMARKS AND TRADEMARK LICENSES

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation



<PAGE>


                                                                      Schedule 7


                                    CONTRACTS






<PAGE>


                                                                      Schedule 8



                              EXISTING PRIOR LIENS










<PAGE>


                           ACKNOWLEDGEMENT AND CONSENT


     The undersigned hereby acknowledges receipt of a copy of the Collateral
Agreement dated as of November 24, 1998 (the "Agreement"), made by the Grantors
party thereto in favor of General Electric Capital Corporation, as
Administrative Agent. The undersigned agrees for the benefit of the
Administrative Agent and the Lenders as follows:

     1. The undersigned will be bound by the terms of the Agreement and will
comply with such terms insofar as such terms are applicable to the undersigned.

     2. The undersigned will notify the Administrative Agent promptly in writing
of the occurrence of any of the events described in Section 4.7(a) of the
Agreement.

     3. The terms of Sections 5.3(a) and 5.7 of the Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 5.3(a) or 5.7 of the Agreement.


                                              [NAME OF ISSUER]



                                              By
                                                --------------------------------

                                              Title
                                                   -----------------------------

                                              Address for Notices:

                                              ----------------------------------


                                              ----------------------------------


                                              Fax:
                                                  ------------------------------


<PAGE>


                                                                      Annex 1 to
                                                            Collateral Agreement


     ASSUMPTION AGREEMENT, dated as of ________________, ____, made by
_________________________, a ______________ corporation (the "Additional
Grantor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative
Agent for the Lenders from time to time party to the Credit Agreement, dated as
of November ___, 1998 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). All capitalized terms not defined herein shall
have the meaning ascribed to them in such Credit Agreement.

                              W I T N E S S E T H :

     WHEREAS, in connection with the Credit Agreement, the Borrowers (other than
the Additional Grantor) have entered into the Collateral Agreement, dated as of
November 24, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Collateral Agreement") in favor of the Administrative Agent for the
benefit of the Agents and the Lenders;

     WHEREAS, the Credit Agreement requires the Additional Grantor to become a
party to the Collateral Agreement; and

     WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Collateral Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1. Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 7.14 of the Collateral
Agreement, hereby becomes a party to the Collateral Agreement as a Grantor
thereunder with the same force and effect as if originally named therein as a
Grantor and, without limiting the generality of the foregoing, hereby expressly
assumes all obligations and liabilities of a Grantor thereunder. The information
set forth in Annex 1-A hereto is hereby added to the information set forth in
Schedules ____________ to the Collateral Agreement. The Additional Grantor
hereby represents and warrants that each of the representations and warranties
contained in Section 3 of the Collateral Agreement is true and correct on and as
the date hereof (after giving effect to this Assumption Agreement) as if made on
and as of such date.

     2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>
                                                                               2


     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to
be duly executed and delivered as of the date first above written.



                                              [ADDITIONAL GRANTOR]



                                              By:
                                                 -------------------------------
                                              Name:
                                              Title:


<PAGE>


                                                                       EXHIBIT B


                         FORM OF COMPLIANCE CERTIFICATE


     This Compliance Certificate is delivered to you pursuant to Section 6.2 of
the Credit Agreement, dated as of November 24, 1998, as amended, supplemented or
modified from time to time (the "Credit Agreement"), among HARVARD INDUSTRIES,
INC., (the "Borrower Representative"), DOEHLER-JARVIS, INC., HARVARD
TRANSPORTATION CORPORATION, DOEHLER-JARVIS GREENEVILLE, INC., POTTSTOWN
PRECISION CASTING, INC., DOEHLER-JARVIS TECHNOLOGIES, INC., DOEHLER-JARVIS
TOLEDO INC., HARMAN AUTOMOTIVE, INC., HAYES-ALBION CORPORATION, THE
KINGSTON-WARREN CORPORATION (together with the Borrower Representative, jointly
and severally, the "Borrowers"), the Lenders, LEHMAN BROTHERS INC., as Arranger,
LEHMAN COMMERCIAL PAPER INC., as Syndication Agent and GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent. Terms defined in the Credit Agreement and
not otherwise defined herein are used herein with the meanings so defined.

     1. I am the duly elected, qualified and acting [Chief Financial Officer]
[Vice President - Finance] of ____________.

     2. I have reviewed and am familiar with the contents of this Compliance
Certificate.

     3. I have reviewed the terms of the Credit Agreement and the Loan Documents
and have made or caused to be made under my supervision, a review in reasonable
detail of the transactions and condition of _____________ during the accounting
period covered by the financial statements attached hereto as Attachment 1 (the
"Financial Statements"). Such review did not disclose the existence during or at
the end of the accounting period covered by the Financial Statements, and I have
no knowledge of the existence, as of the date of this Compliance Certificate, of
any condition or event which constitutes a Default or Event of Default [, except
as set forth below].

     4. Attached hereto as Attachment 2 are the computations showing compliance
with the covenants set forth in Section 7.1 and 7.7 of the Credit Agreement.

     IN WITNESS WHEREOF, I execute this Compliance Certificate this _____ day of
_____, 199__.


                                              HARVARD INDUSTRIES, INC.


                                              By:
                                                 -------------------------------
                                              Title:


<PAGE>



                                                                    Attachment 2
                                                                    to Exhibit B


      The information described herein is as of , 199_, and pertains to the
       period from ______________ ____ , 19_ to ________________ __, 19__.


                        [Set forth Covenant Calculations]



<PAGE>


                                                                       EXHIBIT C


                           FORM OF CLOSING CERTIFICATE


     Pursuant to Section 5.1(m) of the Credit Agreement dated as of November 24,
1998 (the "Credit Agreement"; terms defined therein being used herein as therein
defined), among HARVARD INDUSTRIES, INC. (the "Borrower Representative"),
DOEHLER-JARVIS, INC., HARVARD TRANSPORTATION CORPORATION, DOEHLER-JARVIS
GREENEVILLE, INC., POTTSTOWN PRECISION CASTING, INC., DOEHLER-JARVIS
TECHNOLOGIES, INC., DOEHLER-JARVIS TOLEDO INC., HARMAN AUTOMOTIVE, INC.,
HAYES-ALBION CORPORATION, THE KINGSTON-WARREN CORPORATION (together with the
Borrower Representative, jointly and severally, the "Borrowers"), the Lenders,
LEHMAN BROTHERS INC., as Arranger, LEHMAN COMMERCIAL PAPER INC., as Syndication
Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, the
undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF COMPANY] (the
"Company") hereby certifies as follows:


     1. The representations and warranties of the Company set forth in each of
the Loan Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of the Company pursuant to any of the Loan
Documents to which it is a party are true and correct in all material respects
on and as of the date hereof with the same effect as if made on the date hereof,
except for representations and warranties expressly stated to relate to a
specific earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date.

     2. ___________________ is the duly elected and qualified Corporate
Secretary of the Company and the signature set forth for such officer below is
such officer's true and genuine signature.

     3. No Default or Event of Default has occurred and is continuing as of the
date hereof or after giving effect to the Loans to be made on the date hereof.

     4. The conditions precedent set forth in Section 5.1 of the Credit
Agreement were satisfied as of the Closing Date except as set forth on Schedule
I hereto.

     The undersigned Corporate Secretary of the Company certifies as follows:

     5. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company.

     6. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its organization.

     7. Attached hereto as Annex 1 is a true and complete copy of resolutions
duly adopted by the Board of Directors of the Company on _____________, 1998;
such


<PAGE>
                                                                               2


resolutions have not in any way been amended, modified, revoked or rescinded,
have been in full force and effect since their adoption to and including the
date hereof and are now in full force and effect and are the only corporate
proceedings of the Company now in force relating to or affecting the matters
referred to therein.

     8. Attached hereto as Annex 2 is a true and complete copy of the By-Laws of
the Company as in effect on the date hereof.

     9. Attached hereto as Annex 3 is a true and complete copy of the
Certificate of Incorporation of the Company as in effect on the date hereof, and
such certificate has not been amended, repealed, modified or restated.

     10. The following persons are now duly elected and qualified officers of
the Company holding the offices indicated next to their respective names below,
and such officers have held such offices with the Company at all times since the
date indicated next to their respective titles to and including the date hereof,
and the signatures appearing opposite their respective names below are the true
and genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Company each of the Loan
Documents to which it is a party and any certificate or other document to be
delivered by the Company pursuant to the Loan Documents to which it is a party:

    Name                    Office                  Date           Signature
    ----                    ------                  ----           ---------




     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the
date set forth below.


-------------------------------               ----------------------------------
Name:                                         Name:
Title:                                        Title:


Date:  _______________, 1998


<PAGE>


                                                                       EXHIBIT E

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Credit Agreement, dated as of November 24, 1998
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among HARVARD INDUSTRIES, INC. (the "Borrower Representative"),
DOEHLER-JARVIS, INC., HARVARD TRANSPORTATION CORPORATION, DOEHLER-JARVIS
GREENEVILLE, INC., POTTSTOWN PRECISION CASTING, INC., DOEHLER-JARVIS
TECHNOLOGIES, INC., DOEHLER-JARVIS TOLEDO INC., HARMAN AUTOMOTIVE, INC.,
HAYES-ALBION CORPORATION, THE KINGSTON-WARREN CORPORATION (together with the
Borrower Representative, jointly and severally, the "Borrowers"), the Lenders,
LEHMAN BROTHERS INC., as Arranger, LEHMAN COMMERCIAL PAPER INC., as Syndication
Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent. Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     The Assignor identified on Schedule l hereto (the "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

     1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest described in Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to those credit facilities contained in the
Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.

     2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrowers, any of their Subsidiaries or any other
obligor or the performance or observance by the Borrowers, any of their
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches any Notes held
by it evidencing the Assigned Facilities and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached Notes
for a new Note or Notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Administrative
Agent exchange the attached Notes for a new Note or Notes payable to the
Assignor, in each case in amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on
the Effective Date).


<PAGE>
                                                                               2



     3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to Section 4.1 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Agents 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 the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Agents to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Agents by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to Section
2.20(d) of the Credit Agreement.

     4. The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

     5. Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date.

     6. From and after the Effective Date, (a) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

     7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.


<PAGE>


                                   Schedule 1
                          to Assignment and Acceptance


Name of Assignor:
                 ------------------------------

Name of Assignee:
                 ------------------------------

Effective Date of Assignment:
                             ----------------------

     Credit                 Principal             Commitment Percentage Assigned
 Facility Assigned      Amount Assigned           ------------------------------
 -----------------      ---------------
                          $___________                      __.________%


[Name of Assignee]                                 [Name of Assignor]



By:                                                By:
   -----------------------------                      --------------------------
   Title:                                             Title:

Accepted:                                                   Consented To:

GENERAL ELECTRIC CAPITAL                           HARVARD INDUSTRIES, INC., as 
CORPORATION, as Administrative                     Borrower Representative
Agent


By:                                                By:
   -----------------------------                      --------------------------
   Title:                                             Title:


                                                  LEHMAN COMMERCIAL PAPER INC., 
                                                  as Syndication Agent




                                                   By:
                                                      --------------------------
                                                      Title:




<PAGE>


                                                                     EXHIBIT G-1

                                FORM OF TERM NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________     
                                                              New York, New York
                                                               November 24, 1998

     FOR VALUE RECEIVED, the undersigned, HARVARD INDUSTRIES, INC., a Delaware
corporation, DOEHLER-JARVIS, INC., a Delaware corporation, HARVARD
TRANSPORTATION CORPORATION, a Michigan corporation, DOEHLER-JARVIS GREENEVILLE,
INC., a Delaware corporation, POTTSTOWN PRECISION CASTING, INC., a Delaware
corporation, DOEHLER-JARVIS TECHNOLOGIES, INC., a Delaware corporation,
DOEHLER-JARVIS TOLEDO INC., a Delaware corporation, HARMAN AUTOMOTIVE, INC., a
Michigan corporation, HAYES-ALBION CORPORATION, a Michigan corporation, THE
KINGSTON-WARREN CORPORATION, a New Hampshire corporation (collectively, the
"Borrowers"), hereby unconditionally and jointly and severally promise to pay
to__________ (the "Lender") or its registered assigns at the Payment Office
specified in the Credit Agreement (as hereinafter defined) in lawful money of
the United States and in immediately available funds, the principal amount of
(a) _______ DOLLARS ($_____), or, if less, (b) the unpaid principal amount of
the Term Loan made by the Lender pursuant to Section 2.1 of the Credit
Agreement. The principal amount shall be paid in the amounts and on the dates
specified in Section 2.3 of the Credit Agreement. The Borrowers further jointly
and severally agree to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in Section 2.15 of the Credit Agreement.

     The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, Type and amount of the Term
Loan and the date and amount of each payment or prepayment of principal with
respect thereto, each conversion of all or a portion thereof to another Type,
each continuation of all or a portion thereof as the same Type and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto.
Each such endorsement shall constitute prima facie evidence of the accuracy of
the information endorsed. The failure to make any such endorsement or any error
in any such endorsement shall not affect the obligations of the Borrowers in
respect of the Term Loan.

     This Note (a) is one of the Term Notes referred to in the Credit Agreement
dated as of November 24, 1998 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among the Borrowers, the Lender, the
other banks and financial institutions or entities from time to time parties
thereto, Lehman Commercial Paper Inc., as Syndication Agent, Lehman Brothers
Inc., as Arranger and General Electric Capital Corporation, as Administrative
Agent, (b) is subject to the provisions of the Credit Agreement and (c) is

<PAGE>

                                                                               2

subject to optional and mandatory prepayment in whole or in part as provided in
the Credit Agreement. This Note is secured as provided in the Loan Documents.
Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security, the terms and conditions upon which the security
interests were granted and the rights of the holder of this Note in respect
thereof.

     Upon the occurrence of any one or more of the Events of Default, all
principal and all accrued interest then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
in the Credit Agreement.

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT
AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE
WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT
AGREEMENT.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

                                             HARVARD INDUSTRIES, INC.
                                             DOEHLER-JARVIS, INC.,
                                             HARVARD TRANSPORTATION CORPORATION,
                                             DOEHLER-JARVIS GREENEVILLE, INC.,
                                             POTTSTOWN PRECISION CASTING, INC.,
                                             DOEHLER-JARVIS TECHNOLOGIES, INC.,
                                             DOEHLER-JARVIS TOLEDO INC.,
                                             HARMAN AUTOMOTIVE, INC.,
                                             HAYES-ALBION CORPORATION,
                                             THE KINGSTON-WARREN CORPORATION


                                             By:
`                                               --------------------------------
                                                Name:
                                                Title:


<PAGE>




                                                                      Schedule A
                                                                    to Term Note

              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                               Amount                               Amount of Base Rate
      Amount of Base Rate   Converted to    Amount of Principal of  Loans Converted to    Unpaid Principal Balance
Date         Loans         Base Rate Loans  Base Rate Loans Repaid   Eurodollar Loans        of Base Rate Loans     Notation Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                  <C>              <C>                     <C>                   <C>                       <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>





<PAGE>

                                                                      Schedule B
                                                                    to Term Note

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                           Interest Period and   Amount of Principal   Amount of Eurodollar   
                     Amount of        Amount Converted    Eurodollar Rate with   of Eurodollar Loans    Loans Converted to    
     Date        Eurodollar Loans    to Eurodollar Loans     Respect Thereto            Repaid            Base Rate Loans     
------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                 <C>                  <C>                    <C>                   <C>                   

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

==============================================================================================================================

<CAPTION>
-----------------------------------------------------
                   Unpaid Principal
                      Balance of             Notation
     Date          Eurodollar Loans          Made By
-----------------------------------------------------
<S>                <C>                        <C> 

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

=====================================================
</TABLE>



<PAGE>


                                                                     EXHIBIT G-2

                          FORM OF REVOLVING CREDIT NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________     
                                                              New York, New York
                                                               November 24, 1998

     FOR VALUE RECEIVED, the undersigned, HARVARD INDUSTRIES, INC., a Delaware
corporation, DOEHLER-JARVIS, INC., a Delaware corporation, HARVARD
TRANSPORTATION CORPORATION, a Michigan corporation, DOEHLER-JARVIS GREENEVILLE,
INC., a Delaware corporation, POTTSTOWN PRECISION CASTING, INC., a Delaware
corporation, DOEHLER-JARVIS TECHNOLOGIES, INC., a Delaware corporation,
DOEHLER-JARVIS TOLEDO INC., a Delaware corporation, HARMAN AUTOMOTIVE, INC., a
Michigan corporation, HAYES-ALBION CORPORATION, a Michigan corporation, THE
KINGSTON-WARREN CORPORATION, a New Hampshire corporation (collectively, the
"Borrowers") hereby unconditionally and jointly and severally promise to pay to
_______________ (the "Lender") or its registered assigns at the Payment Office
specified in the Credit Agreement (as hereinafter defined) in lawful money of
the United States and in immediately available funds, on the Revolving Credit
Termination Date the principal amount of (a) _______ DOLLARS ($______), or, if
less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans
made by the Lender to the Borrowers pursuant to Section 2.4 of the Credit
Agreement. The Borrowers further jointly and severally agree to pay interest in
like money at such Payment Office on the unpaid principal amount hereof from
time to time outstanding at the rates and on the dates specified in Section 2.15
of the Credit Agreement.

     The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, Type and amount of each
Revolving Credit Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect
thereto. Each such endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed. The failure to make any such endorsement
or any error in any such endorsement shall not affect the obligations of the
Borrower in respect of any Revolving Credit Loan.

     This Note (a) is one of the Revolving Credit Notes referred to in the
Credit Agreement dated as of November 24, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrowers, the Lender, the other banks and financial institutions or entities
from time to time parties thereto, Lehman Commercial Paper Inc., as Syndication
Agent, Lehman Brothers Inc., as Arranger, and General Electric Capital
Corporation, as Administrative Agent, (b) is subject to the provisions of the
Credit Agreement 


<PAGE>


                                                                               2

and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the properties and assets in which a security interest has been granted, the
nature and extent of the security, the terms and conditions upon which the
security interests were granted and the rights of the holder of this Note in
respect thereof.

     Upon the occurrence of any one or more of the Events of Default, all
principal and all accrued interest then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
in the Credit Agreement.

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT
AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE
WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT
AGREEMENT.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

                                             HARVARD INDUSTRIES, INC.
                                             DOEHLER-JARVIS, INC.,
                                             HARVARD TRANSPORTATION CORPORATION,
                                             DOEHLER-JARVIS GREENEVILLE, INC.,
                                             POTTSTOWN PRECISION CASTING, INC.,
                                             DOEHLER-JARVIS TECHNOLOGIES, INC.,
                                             DOEHLER-JARVIS TOLEDO INC.,
                                             HARMAN AUTOMOTIVE, INC.,
                                             HAYES-ALBION CORPORATION,
                                             THE KINGSTON-WARREN CORPORATION


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:



<PAGE>


                                                                      Schedule A
                                                        to Revolving Credit Note

              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                               Amount                               Amount of Base Rate
      Amount of Base Rate   Converted to    Amount of Principal of  Loans Converted to    Unpaid Principal Balance
Date         Loans         Base Rate Loans  Base Rate Loans Repaid   Eurodollar Loans        of Base Rate Loans     Notation Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                  <C>              <C>                     <C>                   <C>                       <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>


<PAGE>



                                                                      Schedule B
                                                        to Revolving Credit Note

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                           Interest Period and   Amount of Principal   Amount of Eurodollar   
                     Amount of        Amount Converted    Eurodollar Rate with   of Eurodollar Loans    Loans Converted to    
     Date        Eurodollar Loans    to Eurodollar Loans     Respect Thereto            Repaid            Base Rate Loans     
------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                 <C>                  <C>                    <C>                    <C>                   

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------

==============================================================================================================================

<CAPTION>
-----------------------------------------------------
                   Unpaid Principal
                      Balance of             Notation
     Date          Eurodollar Loans          Made By
-----------------------------------------------------
<S>                <C>                        <C> 

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

-----------------------------------------------------

=====================================================
</TABLE>


<PAGE>



                                                                     EXHIBIT G-3

                             FORM OF SWING LINE NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$10,000,000                                                   New York, New York
                                                               November 24, 1998

     FOR VALUE RECEIVED, the undersigned, HARVARD INDUSTRIES, INC., a Delaware
corporation, DOEHLER-JARVIS, INC., a Delaware corporation, HARVARD
TRANSPORTATION CORPORATION, a Michigan corporation, DOEHLER-JARVIS GREENEVILLE,
INC., a Delaware corporation, POTTSTOWN PRECISION CASTING, INC., a Delaware
corporation, DOEHLER-JARVIS TECHNOLOGIES, INC., a Delaware corporation,
DOEHLER-JARVIS TOLEDO INC., a Delaware corporation, HARMAN AUTOMOTIVE, INC., a
Michigan corporation, HAYES-ALBION CORPORATION, a Michigan corporation, THE
KINGSTON-WARREN CORPORATION, a New Hampshire corporation (collectively, the
"Borrowers"), hereby unconditionally and jointly and severally promise to pay to
GENERAL ELECTRIC CAPITAL CORPORATION (the "Swing Line Lender") or its registered
assigns at the Payment Office specified in the Credit Agreement (as hereinafter
defined) in lawful money of the United States and in immediately available
funds, on the Revolving Credit Termination Date the principal amount of (a) TEN
MILLION DOLLARS ($10,000,000), or, if less, (b) the aggregate unpaid principal
amount of all Swing Line Loans made by the Swing Line Lender to the Borrowers
pursuant to Section 2.6 of the Credit Agreement, as hereinafter defined. The
Borrowers further jointly and severally agree to pay interest in like money at
such office on the unpaid principal amount hereof from time to time outstanding
at the rates and on the dates specified in Section 2.15 of such Credit
Agreement.

     The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date and amount of each Swing Line
Loan made pursuant to the Credit Agreement and the date and amount of each
payment or prepayment of principal thereof. Each such endorsement shall
constitute prima facie evidence of the accuracy of the information endorsed. The
failure to make any such endorsement or any error in any such endorsement shall
not affect the obligations of the Borrowers in respect of any Swing Line Loan.

     This Note (a) is the Swing Line Note referred to in the Credit Agreement
dated as of November 24, 1998 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among the Borrowers, the Swing Line
Lender, the other banks and financial institutions or entities from time to time
parties thereto, Lehman Commercial Paper Inc., as Syndication Agent, Lehman
Brothers Inc., as Arranger, and General Electric Capital Corporation, as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the properties and assets in which a security interest has been granted, the
nature and extent of the security,


<PAGE>

                                                                               2

the terms and conditions upon which the security interests were granted and the
rights of the holder of this Note in respect thereof.

     Upon the occurrence of any one or more of the Events of Default, all
principal and all accrued interest then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
in the Credit Agreement.

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT
AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE
WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT
AGREEMENT.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


                                             HARVARD INDUSTRIES, INC.
                                             DOEHLER-JARVIS, INC.,
                                             HARVARD TRANSPORTATION CORPORATION,
                                             DOEHLER-JARVIS GREENEVILLE, INC.,
                                             POTTSTOWN PRECISION CASTING, INC.,
                                             DOEHLER-JARVIS TECHNOLOGIES, INC.,
                                             DOEHLER-JARVIS TOLEDO INC.,
                                             HARMAN AUTOMOTIVE, INC.,
                                             HAYES-ALBION CORPORATION,
                                             THE KINGSTON-WARREN CORPORATION


                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



<PAGE>



                                                                      Schedule A
                                                              to Swing Line Note

                    LOANS AND REPAYMENTS OF SWING LINE LOANS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                            Amount of              Amount of Principal of Swing    Unpaid Principal Balance of
      Date               Swing Line Loans               Line Loans Repaid                Swing Line Loans         Notation Made By
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                        <C>                              <C>                           <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>


<PAGE>


                                                                       EXHIBIT H

                          FORM OF EXEMPTION CERTIFICATE

     Reference is made to the Credit Agreement, dated as of November 24, 1998
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among HARVARD INDUSTRIES, INC., DOEHLER-JARVIS, INC., HARVARD
TRANSPORTATION CORPORATION, DOEHLER-JARVIS GREENEVILLE, INC., POTTSTOWN
PRECISION CASTING, INC., DOEHLER-JARVIS TECHNOLOGIES, INC., DOEHLER-JARVIS
TOLEDO INC., HARMAN AUTOMOTIVE, INC., HAYES-ALBION CORPORATION, THE
KINGSTON-WARREN CORPORATION (collectively, the "Borrowers"), the several banks
and other financial institutions or entities from time to time parties thereto
(the "Lenders"), LEHMAN BROTHERS INC., as Arranger, LEHMAN COMMERCIAL PAPER
INC., as Syndication Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as
Administrative Agent. Capitalized terms used herein that are not defined herein
shall have the meanings ascribed to them in the Credit Agreement.
______________________ (the "Non-U.S. Lender") is providing this certificate
pursuant to Section 2.20(d) of the Credit Agreement. The Non-U.S. Lender hereby
represents and warrants that:



     1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans
or the obligations evidenced by Note(s) in respect of which it is providing this
certificate.

     2. The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A)
of the Internal Revenue Code of 1986, as amended (the "Code"). In this regard,
the Non-U.S. Lender further represents and warrants that:

     (a) the Non-U.S. Lender is not subject to regulatory or other legal
     requirements as a bank in any jurisdiction; and

     (b) the Non-U.S. Lender has not been treated as a bank for purposes of any
     tax, securities law or other filing or submission made to any Governmental
     Authority, any application made to a rating agency or qualification for any
     exemption from tax, securities law or other legal requirements;

     3. The Non-U.S. Lender is not a 10-percent shareholder of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code; and

     4. The Non-U.S. Lender is not a controlled foreign corporation receiving
interest from a related person within the meaning of Section 881(c)(3)(C) of the
Code.


<PAGE>

                                                                               2

     IN WITNESS WHEREOF, the undersigned has duly executed this certificate.






                                             [NAME OF NON-U.S. LENDER]



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:



Date:
      ---------------

<PAGE>


                                                                      SCHEDULE I


                          [Waived Conditions Precedent]

                  [Describe any conditions precedent waived on
                      Closing Date and terms of any waiver]






<PAGE>


                                                                         ANNEX 1


                               [Board Resolutions]





<PAGE>


                                                                         ANNEX 3



                         [Certificate of Incorporation]















<PAGE>



                                                                       EXHIBIT I

                             FORM OF LENDER ADDENDUM

     Reference is made to the Credit Agreement, dated as of November 24, 1998
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among HARVARD INDUSTRIES, INC., DOEHLER-JARVIS, INC., HARVARD
TRANSPORTATION CORPORATION, DOEHLER-JARVIS GREENEVILLE, INC., POTTSTOWN
PRECISION CASTING, INC., DOEHLER-JARVIS TECHNOLOGIES, INC., DOEHLER-JARVIS
TOLEDO INC., HARMAN AUTOMOTIVE, INC., HAYES-ALBION CORPORATION, THE
KINGSTON-WARREN CORPORATION (collectively, the "Borrowers"), the several banks
and other financial institutions or entities from time to time parties thereto
(the "Lenders"), LEHMAN BROTHERS INC., as Arranger, LEHMAN COMMERCIAL PAPER
INC., as Syndication Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as
Administrative Agent. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

     Upon execution and delivery of this Lender Addendum by the parties hereto
as provided in Section 10.17 of the Credit Agreement, the undersigned hereby
becomes a Lender thereunder having the Commitments set forth in Schedule 1
hereto, effective as of the Closing Date.

     THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     This Lender Addendum may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page hereof by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to
be duly executed and delivered by their proper and duly authorized officers as
of this ____ day of ____, 199_



                                             [NAME OF LENDER]


                                             By:
                                                --------------------------------
                                               Name:
                                               Title:


Accepted and agreed:

HARVARD INDUSTRIES, INC., as
  Borrower Representative


<PAGE>


                                                                               2

By: 
    -----------------------
    Name:
    Title:


LEHMAN COMMERCIAL PAPER INC., as
  Syndication Agent


By: 
    -----------------------
    Name:
    Title:


GENERAL ELECTRIC CAPITAL CORPORATION, as
  Administrative Agent


By: 
    -----------------------
    Name:
    Title:



<PAGE>


                                                                      Schedule 1


COMMITMENTS AND NOTICE ADDRESS

Name and Notice                    Revolving                   Term Loan
Address of Lender                  Credit Commitment           Commitment
-----------------                  -----------------           ----------