<PAGE>

                                AMENDMENT NO. 1

                                       TO

                                CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 (this "Amendment") is entered into as of May 10,
2001, by and among HARVARD INDUSTRIES, INC., a Delaware corporation ("Harvard"
or the "Borrower Representative"), DOEHLER-JARVIS, INC., a Delaware corporation
("DJI"), HARVARD TRANSPORTATION CORPORATION, a Michigan corporation ("Harvard
Transportation"), DOEHLER-JARVIS GREENEVILLE, INC., a Delaware corporation
("DJG"), POTTSTOWN PRECISION CASTING, INC., a Delaware corporation
("Pottstown"), HARVARD INDUSTRIES RISK MANAGEMENT, INC., a Delaware corporation
("Harvard Risk Management"), DOEHLER-JARVIS TOLEDO, INC., a Delaware corporation
("DJT"), HARMAN AUTOMOTIVE, INC., a Michigan corporation ("Harman"),
HAYES-ALBION CORPORATION, a Michigan corporation ("Hayes-Albion"), and THE
KINGSTON-WARREN CORPORATION, a New Hampshire corporation ("Kingston-Warren")
(DJI, Harvard Transportation, DJG, Pottstown, Harvard Risk Management, DJT,
Harman, Hayes Albion, Kingston-Warren together with the Borrower Representative,
jointly and severally referred to herein as the "Borrowers" and individually as
a "Borrower"); GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in
its individual capacity, "GE Capital"), for itself, as Lender, and as Agent for
Lenders, and the other Lenders signatory hereto.

                                   BACKGROUND

         Borrowers, Agent and Lenders are parties to a Credit Agreement dated as
of September 30, 1999 (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") pursuant to which Agent and Lenders
provide Borrowers with certain financial accommodations.

         Borrowers have requested that Agent and Lenders waive various Events of
Default that have occurred and make certain amendments to the Credit Agreement,
and Agent and Lenders are willing to do so on the terms and conditions hereafter
set forth.

         NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Credit Agreement.

         2. Amendment to Credit Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Credit Agreement is
hereby amended as follows:

                  (a)      The references to the amount "Fifty Million Dollars"
($50,000,000) in the first Whereas clause, in Annex A in the definitions of
"Commitments" and "Revolving Loan


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Commitment" and on Annex J are deleted and replaced with the amount "Forty-five
Million Dollars" ($45,000,000).

                  (b)      Section 1.1(a)(i) is amended by (i) deleting the
fourth sentence, and (ii) amending the sixth sentence thereof in its entirety to
provide as follows:

                  "Until the Commitment Termination Date, Borrowers may borrow,
         repay and reborrow under this Section 1.1(a) provided that the amount
         of any Revolving Credit Advance to be made at any time shall not exceed
         the Borrowing Availability at such time."

                  (c)      Section 1.3(b)(i) is amended by amending the first
sentence thereof in its entirety to provide as follows:

                           "If at any time the outstanding balance of the
                           Revolving Loan exceeds the lesser of (A) the Maximum
                           Amount and (B) the Borrowing Base, Borrowers shall
                           immediately repay the aggregate outstanding Revolving
                           Credit Advances to the extent required to eliminate
                           such excess.

                  (d)      Section 1.5(a) is amended in its entirety to provide
as follows:

                           "1.5 Interest and Applicable Margins.

                           (a) Borrowers shall pay interest to Agent, for the
                           ratable benefit of Lenders in accordance with the
                           various Loans being made by each Lender, in arrears
                           on each applicable Interest Payment Date, at the
                           following rates: with respect to the Revolving Credit
                           Advances, the Index Rate plus 1.50% per annum or, at
                           the election of Borrower Representative, the
                           applicable LIBOR Rate plus 3.00% per annum, based on
                           the aggregate Revolving Credit Advances outstanding
                           from time to time."

                  (e)      Sections 1.6 and 1.7 are hereby amended in their
entirety to provide as follows:

                           1.6 Eligible Accounts.

                           All of the Accounts owned by each Borrower and
                           reflected in the most recent Borrowing Base
                           Certificate delivered by Borrower Representative to
                           Agent shall be "Eligible Accounts" for purposes of
                           this Agreement, except any Account to which any of
                           the exclusionary criteria set forth below applies.
                           Agent shall have the right to establish or modify
                           Reserves against Eligible Accounts from time to time
                           in its reasonable credit judgment. In addition, Agent
                           reserves the right, at any time and from time to time
                           after the Closing Date, to adjust any of the criteria
                           set forth below, to establish new criteria and to
                           adjust advance rates with respect to Eligible
                           Accounts, in its reasonable credit judgment. Eligible
                           Accounts shall not include any Account of any
                           Borrower:


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                           (a) that does not arise from the sale of goods or the
                           performance of services by such Borrower in the
                           ordinary course of its business;

                           (b) (i) upon which such Borrower's right to receive
                           payment is not absolute or is contingent upon the
                           fulfillment of any condition whatsoever or (ii) as to
                           which such Borrower is not able to bring suit or
                           otherwise enforce its remedies against the Account
                           Debtor through judicial process or (iii) if the
                           Account represents a progress billing consisting of
                           an invoice for goods sold or used or services
                           rendered pursuant to a contract under which the
                           Account Debtor's obligation to pay that invoice is
                           subject to such Borrower's completion of further
                           performance under such contract or is subject to the
                           equitable lien of a surety bond issuer;

                           (c) to the extent that any defense, counterclaim,
                           setoff or dispute is asserted as to such Account;

                           (d) that is not a true and correct statement of bona
                           fide indebtedness incurred in the amount of the
                           Account for merchandise sold to or services rendered
                           and accepted by the applicable Account Debtor;

                           (e) with respect to which an invoice, reasonably
                           acceptable to Agent in form and substance, has not
                           been sent to the applicable Account Debtor;

                           (f) that (i) is not owned by such Borrower or (ii) is
                           subject to any right, claim, security interest or
                           other interest of any other Person, other than Liens
                           in favor of Agent, on behalf of itself and Lenders;

                           (g) that arises from a sale to any director, officer,
                           other employee or Affiliate of any Credit Party, or
                           to any entity that has any common officer or director
                           with any Credit Party;

                           (h) that is the obligation of an Account Debtor that
                           is the United States government or a political
                           subdivision thereof, or any state, county or
                           municipality or department, agency or instrumentality
                           thereof unless Agent, in its sole discretion, has
                           agreed to the contrary in writing and such Borrower,
                           if necessary or desirable, has complied with respect
                           to such obligation with the Federal Assignment of
                           Claims Act of 1940, or any applicable state, county
                           or municipal law restricting assignment thereof;

                           (i) that is the obligation of an Account Debtor
                           located in a foreign country other than Canada
                           (excluding the province of Newfoundland, the
                           Northwest Territories and the Territory of Nunavit)
                           unless payment thereof is assured by a letter of
                           credit assigned and delivered to Agent, reasonably
                           satisfactory to Agent as to form, amount and issuer,
                           provided that the Accounts in respect of such sales
                           otherwise comply with all of the other criteria set
                           forth in this definition of Eligible Accounts and
                           represent sales not in excess of $5,000,000 in the
                           aggregate at any one time outstanding;


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                           (j) to the extent such Borrower or any Subsidiary
                           thereof is liable for goods sold or services rendered
                           by the applicable Account Debtor to such Borrower or
                           any Subsidiary thereof but only to the extent of the
                           potential offset;

                           (k) that arises with respect to goods that are
                           delivered on a bill-and-hold, cash-on-delivery basis
                           or placed on consignment, guaranteed sale or other
                           terms by reason of which the payment by the Account
                           Debtor is or may be conditional;

                           (1) that is in default; provided, that, without
                           limiting the generality of the foregoing, an Account
                           shall be deemed in default upon the occurrence of any
                           of the following:

                                    (i) the Account is not paid within the
                           earlier of: 60 days following its due date or 90 days
                           following its original invoice date;

                                    (ii) the Account Debtor obligated upon such
                           Account suspends business, makes a general assignment
                           for the benefit of creditors or fails to pay its
                           debts generally as they come due; or

                                    (iii) a petition is filed by or against any
                           Account Debtor obligated upon such Account under any
                           bankruptcy law or any other federal, state or foreign
                           (including any provincial) receivership, insolvency
                           relief or other law or laws for the relief of
                           debtors;

                           (m) that is the obligation of an Account Debtor if
                           50% or more of the Dollar amount of all Accounts
                           owing by that Account Debtor are ineligible under the
                           other criteria set forth in this Section 1-6;

                           (n) as to which Agent's Lien thereon, on behalf of
                           itself and Lenders, is not a first priority perfected
                           Lien;

                           (o) as to which any of the representations or
                           warranties in the Loan Documents are untrue;

                           (p) to the extent such Account is evidenced by a
                           judgment, Instrument or Chattel Paper;

                           (q) that is payable in any currency other than
                           Dollars; or

                           (r) that is otherwise unacceptable to Agent in its
                           reasonable credit judgment exercised in a manner
                           which is customary either in the commercial finance
                           industry or in the lending practices of the Agent
                           and/or the Lenders.


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                           Further, in respect of Tooling Accounts, no Tooling
                           Account shall be an Eligible Account to the extent it
                           has not been approved in accordance with the standard
                           procedures for parts approval.

                           1.7 Eligible Inventory. All of the Inventory owned by
                           each Borrower and reflected in the most recent
                           Borrowing Base Certificate delivered by Borrower
                           Representative to Agent shall be "Eligible Inventory"
                           for purposes of this Agreement, except any Inventory
                           to which any of the exclusionary criteria set forth
                           below applies. Agent shall have the right to
                           establish or modify Reserves against Eligible
                           Inventory from time to time in its reasonable credit
                           judgment. In addition, Agent reserves the right, at
                           any time and from time to time after the Closing
                           Date, to adjust the criteria set forth below, to
                           establish new criteria and to adjust advance rates
                           with respect to Eligible Inventory, in its reasonable
                           credit judgment. Eligible Inventory shall not include
                           any Inventory of any Borrower that:

                           (a) is not owned by such Borrower free and clear of
                           all Liens and rights of any other Person (including
                           the rights of a purchaser that has made progress
                           payments and the rights of a surety that has issued a
                           bond to assure such Borrower's performance with
                           respect to that Inventory), except the Liens in favor
                           of Agent, on behalf of itself and Lenders, and
                           Permitted Encumbrances in favor of landlords and
                           bailees to the extent permitted in Section 5.9 hereof
                           (subject to Reserves established by Agent in
                           accordance with Section 5.9 hereof);

                           (b) (i) is not located on premises owned, leased or
                           rented by such Borrower and set forth in Disclosure
                           Schedule (3.2), or (ii) is stored at a leased
                           location, unless Agent has given its prior consent
                           thereto and unless either (x) a reasonably
                           satisfactory landlord waiver has been delivered to
                           Agent, or (y) Reserves reasonably satisfactory to
                           Agent have been established with respect thereto or
                           (iii) is stored with a bailee or warehouseman unless
                           a reasonably satisfactory, acknowledged bailee letter
                           has been received by Agent and Reserves reasonably
                           satisfactory to Agent have been established with
                           respect thereto, or (iv) is located at an owned
                           location subject to a mortgage in favor of a lender
                           other than Agent unless a reasonably satisfactory
                           mortgagee waiver has been delivered to Agent, or (v)
                           is located at any site if the aggregate book value of
                           Inventory at any such location is less than $100,000;

                           (c) is placed on consignment or is in transit;

                           (d) is covered by a negotiable document of title,
                           unless such document has been delivered to Agent with
                           all necessary endorsements, free and clear of all
                           Liens except those in favor of Agent and Lenders;

                           (e) is excess, obsolete, unsalable, shopworn,
                           seconds, damaged or unfit for sale;


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<PAGE>

                           (f) consists of display items or packing or shipping
                           materials, manufacturing supplies or replacement
                           parts (other than raw materials), goods present
                           outside of the United States of America, goods
                           returned or rejected by the Account Debtor of such
                           Borrower (other than goods that are undamaged and
                           resalable in the ordinary course of business), goods
                           to be returned to the suppliers of such Borrower or
                           goods in transit to third parties (other than the
                           agents or warehouses of such Borrower);

                           (g) consists of goods which have been returned by the
                           buyer;

                           (h) is not of a type held for sale in the ordinary
                           course of such Borrower's business;

                           (i) is not subject to a first priority lien in favor
                           of Agent on behalf of itself and Lenders;

                           (j) breaches any of the representations or warranties
                           pertaining to Inventory set forth in the loan
                           Documents;

                           (k) consists of any costs associated with
                           "freight-in" charges;

                           (1) consists of Hazardous Materials or goods that can
                           be transported or sold only with licenses that are
                           not readily available;

                           (m) is not covered by casualty insurance reasonably
                           acceptable to Agent; or

                           (n) is otherwise unacceptable to Agent in its
                           reasonable credit judgment exercised in a manner
                           which is customary either in the commercial finance
                           industry or in the lending practices of the Agent
                           and/or the Lenders.

                  (f)      A new Subsection 1.9(e) is added which provides as
follows;

                           "(e) On May 31, 2001, Borrowers shall pay to GE
                           Capital for its own account a special advance fee of
                           $50,000 (which fee may be charged to the Loan
                           Account); provided, however, that if the Obligations
                           have been irrevocably paid in full in cash and this
                           Agreement has been terminated on or prior to May 31,
                           2001, then the payment of such fee shall
                           automatically be waived."

                  (g)      Section 1.10 is amended by amending the second
sentence thereof in its entirety to provide as follows;

                           "For purposes of computing interest and Fees and
                           determining Borrowing Availability as of any date,
                           all payments shall be deemed received on the Business
                           Day of receipt of immediately available funds
                           therefor in the Collection Account prior to 2:00 p.m.
                           New York time."


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                  (h)      Section 1.11 (b) is amended by adding the following
at the end thereof:

                           ", even if the amount of such charges would exceed
                           Borrowing Availability at such time."

                  (i)      A new Section 1.17 is added which provides as
follows:

                           "1.17 Single-Loan. All Loans to or for the benefit of
                           any Borrower and all of the other Obligations of such
                           Borrower arising under this Agreement and the other
                           Loan Documents shall constitute one general
                           obligation of that Borrower secured, until the
                           Termination Date, by all of the Collateral."

                  (j)      Section 2.2(d) is amended in its entirety to provide
as follows:

                           "(d) After giving effect to any Advance (or the
                           incurrence of any Letter of Credit Obligations),
                           the outstanding principal amount of the aggregate
                           Revolving Loan would exceed the lesser of the
                           Borrowing Base and the Maximum Amount.

                  (k)      Section 4.1 (b) is amended in its entirety to
provide as follows:

                           "(b) Each Credit Party executing this Agreement
                           hereby agrees that until the Termination Date, it
                           shall deliver to Agent or to Agent and Lenders, as
                           required, the various Collateral Reports (including
                           Borrowing Base Certificates in form and substance
                           satisfactory to Agent) at all times, to the Persons
                           and in the manner set forth in Annex F.

                  (1)      Section 5.9 is hereby amended in its entirety to
provide as follows;

                           "5.9 Landlords' Agreements, Mortgagee Agreements and
                           Bailee Letters. Each Credit Party shall obtain a
                           landlord's agreement, mortgagee agreement or bailee
                           letter, as applicable, from the lessor of each leased
                           property, mortgagee of owned property or bailee with
                           respect to any warehouse, processor or converter
                           facility or other location where Collateral is stored
                           or located, which agreement or letter shall contain a
                           waiver or subordination of all Liens or claims that
                           the landlord, mortgagee or bailee may assert against
                           the Collateral at that location, and shall otherwise
                           be satisfactory in form and substance to Agent. With
                           respect to such locations or warehouse space leased
                           or owned as of January 1, 2001 and thereafter, if
                           Agent has not received a landlord or mortgagee
                           agreement or bailee letter for such location, any
                           Borrower's Eligible Inventory at that location shall,
                           in Agent's discretion, be excluded from the Borrowing
                           Base or be subject to such Reserves as may be
                           established by Agent in its reasonable credit
                           judgment. After the Closing Date, no real property or
                           warehouse space shall be leased by any Credit Party
                           and no Inventory shall be shipped to a processor or
                           converter under arrangements established after the
                           Closing Date without the prior written consent of


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                           Agent (which consent, in Agent's discretion, may be
                           conditioned upon the exclusion from the Borrowing
                           Base of Eligible Inventory at that location or the
                           establishment of Reserves acceptable to Agent) or,
                           unless and until a satisfactory landlord agreement or
                           bailee letter, as appropriate, shall first have been
                           obtained with respect to such location. Each Credit
                           Party shall timely and fully pay and perform its
                           obligations under all leases and other agreements
                           with respect to each leased location or public
                           warehouse where any Collateral is or may be located.
                           If any Credit Party proposes to acquire a fee
                           ownership interest in Real Estate after the Closing
                           Date, it shall first provide to Agent a mortgage or
                           deed of trust, environmental audits, mortgage title
                           insurance commitment, survey, and if required by
                           Agent, supplemental casualty insurance, all in form
                           and substance reasonably satisfactory to Agent."


                  (m)      A new Subsection 8.1 (n) is added which provides as
follows:

                           "(n) Failure by Hilco Capital to purchase from GE
                           Capital on or prior to May 31, 2001 a junior
                           participation in the Revolving Credit Advances of at
                           least $5,000,000 on terms and conditions, and
                           pursuant to documentation, satisfactory to GE Capital
                           in its sole discretion."

                  (n)      Annex A is amended as follows:

                           (i) the following defined terms are added in the
                           appropriate alphabetical order:

                                    "Amendment No. 1" means the
                                    Amendment No. 1 to Credit Agreement dated as
                                    of May 10, 2001 by and among Borrowers,
                                    Lenders and Agent.

                                    "Amendment No. 1 Effective Date" means the
                                    date all of the conditions set forth in
                                    Section 3 of Amendment No. 1 have been
                                    satisfied.

                                    "Borrowing Base" means, as of any date of
                                    determination by Agent, from time to time,
                                    an amount equal to the sum at such time of:

                                    (a) up to 85% of the aggregate book value of
                                    each Borrower's Eligible Accounts; and

                                    (b) up to 60% of the aggregate book value of
                                    each Borrower's Eligible Inventory (other
                                    than Eligible Tooling Inventory or Eligible
                                    Inventory consisting of work in process)
                                    valued at the lower of cost (determined on
                                    a first-in, first-out basis) or market; and


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                                    (c) up to 25% of the aggregate book value of
                                    each Borrower's Eligible Inventory
                                    consisting of work in process valued at the
                                    lower of cost (determined on a first-in,
                                    first-out basis) or market; and

                                    (d) up to the lesser of (i) 33% of the
                                    aggregate book value of Eligible Tooling
                                    Inventory valued at the lower of cost
                                    (determined on a first-in, first-out basis)
                                    or market, and (ii) $300,000; and

                                    (e) up to the Special Advance Amount.

                                    In no event shall the amount of Revolving
                                    Credit Advances based upon clauses (b), (c)
                                    and (d) exceed $15,000,000 in the aggregate.

                                    "Eligible Accounts" has the meaning ascribed
                                    to it in Section 1.6.

                                    "Eligible Inventory" has the meaning
                                    ascribed to it in Section 1.7.

                                    "Eligible Tooling Inventory" means Eligible
                                    Inventory consisting of tooling, valued at
                                    an amount equal to the costs associated with
                                    the production of tooling, not classified as
                                    fixed assets, which have not been billed but
                                    have an open purchase order for delivery at
                                    a future date no later than one (1) year
                                    from initial cost.

                                    "Tooling Accounts" means any Account arising
                                    from the obligation of an Account Debtor to
                                    reimburse a Borrower for the costs to such
                                    Borrower of manufacturing tooling to be used
                                    by such Borrower to manufacture Inventory to
                                    be sold to that Account Debtor.

                           (ii)     the following defined terms are amended in
                           their entirety to provide as follows:

                                    "Applicable Revolver Index Margin" means the
                                    per annum interest rate margin payable in
                                    addition to the Index Rate applicable to the
                                    Revolving Loan as set forth in Section
                                    1.5(a).

                                    "Applicable Revolver LIBOR Margin" means the
                                    per annum interest rate payable in addition
                                    to the LIBOR Rate applicable to the
                                    Revolving Loan, as set forth in Section
                                    1.5(a).

                                    "Borrowing Availability" means as of any
                                    date of determination as to all Borrowers,
                                    the lesser of (i) the Maximum Amount and
                                    (ii) the Borrowing Base, in each case, less
                                    the sum of the aggregate Revolving Loans
                                    then outstanding.

                                    "Reserves" means (a) reserves established by
                                    Agent from time to time against Eligible
                                    Inventory pursuant to Section 5.9, (b)


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                                    reserves established pursuant to Section
                                    5.4(c) and (c) such other reserves against
                                    Eligible Accounts, Eligible Inventory or
                                    Borrowing Availability which Agent may, in
                                    its reasonable credit judgment, establish
                                    from time to time. Without limiting the
                                    generality of the foregoing, Reserves
                                    established to ensure the payment of accrued
                                    Interest Expenses or Indebtedness shall be
                                    deemed to be a reasonable exercise of
                                    Agent's credit judgment.

                                    "Special Advance Amount" means (i) from the
                                    Amendment No. 1 Effective Date through June
                                    30, 2001, $10,000,000, (ii) from July 1,
                                    2001 through July 31, 2001, $9,500,000,
                                    (iii) from August 1, 2001 through August 31,
                                    2001, $9,000,000, (iv) from September 1,
                                    2001 through September 29, 2001, $8,500,000,
                                    and (v) thereafter, $0.

                  (o)      Annex B is hereby amended by amending clause (a) in
its entirety to provide as follows:

                           (a)      Issuance. Subject to the terms and
                           conditions of the Agreement, Agent and Revolving
                           Lenders agree to incur, from time to time prior to
                           the Commitment Termination Date, upon the request of
                           Borrower Representative on behalf of the applicable
                           Borrower and for such Borrower's account, Letter of
                           Credit Obligations by causing Letters of Credit to be
                           issued by a bank or other legally authorized Person
                           selected by or acceptable to Agent in its sole
                           discretion (each, an "L/C Issuer") for such
                           Borrower's account and guaranteed by Agent; provided,
                           that if the L/C Issuer is a Revolving Lender, then
                           such Letters of Credit shall not be guaranteed by
                           Agent but rather each Revolving Lender shall, subject
                           to the terms and conditions hereinafter set forth,
                           purchase (or be deemed to have purchased) risk
                           participations in all such Letters of Credit issued
                           with the written consent of Agent, as more fully
                           described in paragraph (b)(ii) below. The aggregate
                           amount of all such Letter of Credit Obligations shall
                           not at any time exceed the lesser of (i) FIFTEEN
                           MILLION DOLLARS ($15,000,000) (the "L/C Sublimit")
                           and (ii) the Maximum Amount less the aggregate
                           outstanding principal balance of the Revolving Credit
                           Advances, and (iii) the Borrowing Base less the
                           aggregate outstanding principal balance of the
                           Revolving Credit Advances. No such Letter of Credit
                           shall have an expiry date that is more than one year
                           following the date of issuance thereof and neither
                           Agent nor Revolving Lenders shall be under any
                           obligation to incur Letter of Credit Obligations in
                           respect of, or purchase risk participations in, any
                           Letter of Credit having an expiry date that is later
                           than the Commitment Termination Date.

                  (p)      Annex F is hereby amended by amending clauses (a) and
(b) in their entirety to provide as follows:


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<PAGE>

                           (a)      To Agent, upon its request, and in any event
                           no less frequently than 15 days after the end of each
                           Fiscal Month (together with a copy of all or any part
                           of the following reports requested by any Lender in
                           writing after the Closing Date), each of the
                           following reports, each of which shall be prepared by
                           the Borrower Representative as of the last day of the
                           immediately preceding Fiscal Month or the date 2 days
                           prior to the date of any such request:

                                    (i) with respect to Borrowers, a Borrowing
                                    Base Certificate, in each case accompanied
                                    by such supporting detail and documentation
                                    as shall be requested by Agent in its
                                    reasonable discretion;

                                    (ii) with respect to each Borrower, a
                                    summary of Inventory by location and type
                                    with a supporting perpetual Inventory
                                    report, in each case accompanied by such
                                    supporting detail and documentation as shall
                                    be requested by Agent in its reasonable
                                    discretion; and

                                    (iii) with respect to each Borrower, a
                                    monthly trial balance showing Accounts
                                    outstanding aged from invoice date as
                                    follows: 1 to 30 days, 31 to 60 days, 61 to
                                    90 days, 91 to 120 days and 121 days or
                                    more, accompanied by such supporting detail
                                    and documentation as shall be requested by
                                    Agent in its reasonable discretion.

                           (b)      To Agent, no later than 11:00 a.m. (New York
                           time) on each Business Day (together with a copy of
                           all or any part of such delivery requested by any
                           Lender in writing after the Closing Date), collateral
                           reports with respect to each Borrower, including all
                           additions and reductions (cash and non-cash) with
                           respect to Accounts of each Borrower, in each case
                           accompanied by such supporting detail and
                           documentation as shall be requested by Agent in its
                           reasonable discretion each of which shall be prepared
                           by the Borrower Representative;


                  (q)      Notwithstanding any provision to the Loan Agreement
to the contrary, effective the Amendment No. 1 Effective Date, Borrowers shall
not be permitted to obtain any new LIBOR Loans, continue any existing LIBOR Loan
as another LIBOR Loan, nor convert any existing Index Rate Loans into LIBOR
Loans.

                  (r)      Agent shall reduce the amount of Eligible Inventory
and Eligible Accounts as previously calculated based upon information provided
by Borrower Representative by the sum of up to $5,000,000 representing (i) the
value of Accounts and Inventory of Trim Trends Canada, Ltd. which are included
in the calculation of Eligible Inventory and Eligible Accounts notwithstanding
the fact that Agent does not have a first priority perfected security interest
in such assets, and (ii) the potential offset available to General Motors
pursuant to the Transaction


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<PAGE>

Supply Agreement dated as of January 1, 2001 among Harvard, Pottstown and
General Motors and all related agreements to which General Motors is a party.

         3. Conditions of Effectiveness. This Amendment shall become effective
upon satisfaction of the following conditions precedent: Agent shall have
received (i) four (4) copies of this Amendment executed by Borrowers and Lenders
and (ii) such other certificates, instruments, documents, agreements and
opinions of counsel as may be required by Agent or its counsel, each of which
shall be in form and substance satisfactory to Agent and its counsel.

         4. Representations and Warranties. Each Borrower hereby represents and
warrants as follows:

                  (a)      This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of Borrowers and are
enforceable against Borrowers in accordance with their respective terms.

                  (b)      Upon the effectiveness of this Amendment, each
Borrower hereby reaffirms all covenants, representations and warranties made in
the Credit Agreement to the extent the same are not amended hereby and agree
that all such covenants, representations and warranties shall be deemed to have
been remade as of the effective date of this Amendment.

                  (c)      No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment, except for any
failure by Borrowers prior to the date of this Amendment to comply with (i)
Section 4.1(a) of the Credit Agreement with respect to Paragraphs (d) and (f) of
Annex E and (ii) Section 6.10 of the Credit Agreement with respect to Paragraphs
(b), (c) and (d) of Annex G to the Credit Agreement.

                  (d)      No Borrower has any defense, counterclaim or offset
with respect to the Credit Agreement.

         5. Effect on the Credit Agreement.

                  (a) Upon the effectiveness of Section 2 hereof, each reference
in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Credit Agreement as
amended hereby.

                  (b) Except as specifically amended herein, the Credit
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, operate as a waiver of any right, power or remedy of Agent
or Lenders, nor constitute a waiver of any provision of the Credit Agreement, or
any other documents, instruments or agreements executed and/or delivered under
or in connection therewith.

         6. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.


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<PAGE>

         7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         8. Counterparts; Facsimile. This Amendment may be executed by the
parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.

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


                                   By  /s/ KEVIN L. B. PRICE
                                       --------------------------------
                                       Name: Kevin L. B. Price
                                       Title:VP Controller & Treasurer
                                             of each of the foregoing
                                             corporations


                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION, as Agent and Lender


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



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