<PAGE>
                                                                    EXHIBIT 10.6


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                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.





          $96,410,256.41 19% Senior Secured Notes due December 31, 2007

 Warrants for 4,041,458 shares of Class Q-1 Common Stock (subject to adjustment)








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

                          SECURITIES PURCHASE AGREEMENT

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








                                December 27, 2002


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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                  <C>
1.       Authorization of Securities; Security Documents; Other Purchasers; etc...................................1
2.       Sale and Purchase of Securities..........................................................................2
3.       Closing..................................................................................................2
4.       Conditions to Closing....................................................................................3
         4.1.     Representations and Warranties Correct..........................................................3
         4.2.     Performance; No Default.........................................................................3
         4.3.     Related Transactions............................................................................3
         4.4.     Compliance Certificate..........................................................................4
         4.5.     Payment of Transaction Costs....................................................................4
         4.6.     Opinion of Counsel for the Company..............................................................5
         4.7.     Opinion of Your Special Counsel.................................................................5
         4.8.     Certain Additional Documents to be Delivered at or Prior to the Closing.........................5
         4.9.     Sale of Securities to Other Purchasers..........................................................5
         4.10.    Security Documents; Collateral; Collateral Agency Agreement.....................................5
         4.11.    Proceedings and Documents.......................................................................6
5.       Representations and Warranties...........................................................................7
         5.1.     Organization, Standing, etc.....................................................................7
         5.2.     Names; Jurisdictions of Organization; Subsidiaries..............................................7
         5.3.     Qualification...................................................................................7
         5.4.     Business, etc...................................................................................7
         5.5.     Shares; Voting Provisions; Options; Warrant Shares, etc.........................................7
         5.6.     Financial Statements............................................................................9
         5.7.     Changes; Solvency, etc..........................................................................9
         5.8.     Tax Returns and Payments........................................................................9
         5.9.     Indebtedness, Liens, Investments, Transactions with Affiliates, Leases and Derivative
                  Transactions...................................................................................10
         5.10.    Title to Properties; Liens; Leases; Real Property..............................................11
         5.11.    Litigation, etc................................................................................11
         5.12.    Valid and Binding Obligations; Compliance with Other Instruments; Absence of Restrictions, etc.12
         5.13.    ERISA..........................................................................................14
         5.14.    Consents, etc..................................................................................15
         5.15.    Proprietary Rights; Licenses...................................................................16
         5.16.    Offer of Securities; Investment Bankers........................................................16
         5.17.    Government Regulation..........................................................................16
         5.18.    Disclosure.....................................................................................16
         5.19.    Labor Relations; Suppliers, Distributors and Customers.........................................17
         5.20.    Foreign Assets Control Regulations, etc........................................................17
6.       Use of Proceeds; Federal Reserve Board Regulations, etc.................................................17
7.       Financial Statements and Information....................................................................17
8.       Inspection; Board Visitation Rights.....................................................................22
9.       Prepayment of Notes.....................................................................................24
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>               <C>                                                                                           <C>
         9.1.     Optional Prepayment With Premium of Notes......................................................24
         9.2.     Prepayment With Premium at the Option of Holders of Notes upon a Change of Control.............24
         9.3.     Prepayment Without Premium at the Option of the Company upon a Qualified Public Offering.......25
         9.4.     Allocation of Partial Prepayments of Notes.....................................................25
         9.5.     Notice of Optional Prepayments of Notes........................................................25
         9.6.     Maturity; Accrued Interest; Surrender, etc. of Notes...........................................25
         9.7.     Purchase of Notes..............................................................................25
         9.8.     Payment on Non-Business Days...................................................................26
10.      Pari Passu Obligations..................................................................................26
11.      Put and Call Rights.....................................................................................26
         11.1.    Certain Definitions............................................................................26
         11.2.    Put Rights of the Holders of the Put/Call Securities...........................................26
         11.3.    Call Rights of the Company.....................................................................27
         11.4.    Closing; Payment of Put/Call Price.............................................................27
         11.5.    Limitations on Obligations of the Company......................................................28
         11.6.    Successive Repurchase Events, etc..............................................................29
         11.7.    No Limitations.................................................................................29
12.      Additional Information..................................................................................29
13.      Payments in U.S. Dollars................................................................................29
14.      Covenants of the Company................................................................................29
         14.1.    Books of Record and Account; Reserves..........................................................29
         14.2.    Payment of Taxes; Existence; Maintenance of Properties; Compliance with Laws; Lines of
                  Business; Proprietary Rights and Licenses......................................................30
         14.3.    Insurance......................................................................................31
         14.4.    Limitation on Discount or Sale of Receivables..................................................31
         14.5.    Limitation on Indebtedness.....................................................................31
         14.6.    Limitations on Restricted Payments.............................................................33
         14.7.    Certain Financial Covenants....................................................................35
         14.8.    Limitation on Tax Consolidation................................................................36
         14.9.    Limitation on Liens............................................................................36
         14.10.   Limitation on Transactions with Affiliates.....................................................37
         14.11.   Limitation on Investments......................................................................39
         14.12.   Limitation on Issuance of Shares of Subsidiaries...............................................39
         14.13.   Limitation on Subsidiary's Consolidation, Merger or Disposition of Property....................39
         14.14.   Limitation on the Company's Consolidation or Merger............................................39
         14.15.   Additional Limitation on Disposition of Property...............................................40
         14.16.   Limitation on Leasebacks.......................................................................41
         14.17.   Modification of Certain Documents, Agreements and Instruments, Fiscal Year.....................41
         14.18.   Maintenance of Quality Ratings with Customers..................................................42
         14.19.   Further Assurances.............................................................................42
15.      Definitions.............................................................................................43
         15.1.    Definitions of Capitalized Terms...............................................................43
         15.2.    Other Definitions..............................................................................59
         15.3.    Accounting Terms and Principles; Laws; Dollars.................................................60
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>      <C>                                                                                                   <C>
16.      Remedies................................................................................................60
         16.1.    Events of Default Defined; Acceleration of Maturity............................................60
         16.2.    Suits for Enforcement, etc.....................................................................64
         16.3.    No Election of Remedies........................................................................65
         16.4.    Remedies Not Waived............................................................................65
         16.5.    Application of Payments........................................................................65
         16.6.    Collateral Agent...............................................................................65
17.      Registration, Transfer and Exchange of Securities.......................................................65
18.      Replacement of Securities...............................................................................66
19.      Amendment and Waiver....................................................................................66
20.      Method of Payment of Securities.........................................................................67
21.      Expenses; Indemnity.....................................................................................68
22.      Charges; Foreign Currency, etc..........................................................................68
23.      Communications..........................................................................................69
24.      Survival of Agreements, Representations and Warranties, etc.............................................70
25.      Successors and Assigns; Rights of Other Holders.........................................................70
26.      Purchase for Investment; ERISA; Independent Actions.....................................................71
27.      Governing Law; Jurisdiction; Waiver of Jury Trial.......................................................73
28.      Miscellaneous...........................................................................................73
29.      Intercreditor Agreement.................................................................................74
</TABLE>

<TABLE>
<CAPTION>
Schedule I                 Schedule of Purchasers
<S>                        <C>
Exhibit 1(a)               Form of Note
Exhibit 1(b)               Form of Warrant
Exhibit 1(e)(i)            Form of Security Agreement
Exhibit 1(e)(ii)           Form of Mortgage
Exhibit 3                  Wire Instructions
Exhibit 4.3(c)             Form of Security Holders' Agreement
Exhibit 4.3(f)             Form of Intercreditor Agreement
Exhibit 4.3(g)(i)          Form of Registration Rights Agreement
Exhibit 4.3(g)(ii)         Form of Amendment to Registration Rights Agreement
Exhibit 4.3(h)             Environmental Reports
Exhibit 4.6                Opinion of Kirkland & Ellis
Exhibit 4.7                Opinion of Choate, Hall & Stewart
Exhibit 4.8                Additional Documents to be Delivered at or Prior to the Closing
Exhibit 4.10(e)            Form of Collateral Agency Agreement
Exhibit 5.2                Names; Jurisdictions of Organization; Subsidiaries
Exhibit 5.5(a)             Shares; Voting Provisions
Exhibit 5.5(b)             Rights, Options, Warrants, etc.
Exhibit 5.6(a)             Financial Statements
Exhibit 5.6(b)             Projections and Pro Forma Unaudited Consolidated Balance Sheet; Certain Purchasers Not
                           Receiving Projections
Exhibit 5.7                Certain Investments and Restricted Payments
Exhibit 5.8                Tax Returns and Payments
</TABLE>

                                     -iii-


<PAGE>

<TABLE>
<S>                        <C>
Exhibit 5.9                Indebtedness, Liens, Investments, Transactions with Affiliates, Leases and Derivative
                           Transactions
Exhibit 5.12(a)            Filing Offices
Exhibit 5.12(d)            Certain Restrictive Provisions
Exhibit 5.13(b)            Employee Benefit Plans Subject to Title IV of ERISA
Exhibit 5.14               Consents
Exhibit 6                  Use of Proceeds
Exhibit 7                  Certain Purchasers Not Receiving Information Pursuant to Section 7
</TABLE>


                                      -iv-
<PAGE>
                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
                             3101 South Taylor Drive
                                  P.O. Box 1024
                            Sheboygan, WI 53082-1024

                                                               December 27, 2002


To Each of the Purchasers Named
On Schedule I Attached Hereto

Ladies and Gentlemen:

         J.L. FRENCH AUTOMOTIVE CASTINGS, INC., a Delaware corporation (the
"Company"), agrees with you as follows. Certain capitalized terms used herein
are defined in section 15.

1.       Authorization of Securities; Security Documents; Other Purchasers; etc.

                  (a) The Company has authorized the issue and sale of its 19%
         Senior Secured Notes due December 31, 2007 (herein, together with any
         notes issued in exchange therefor or replacement thereof, called the
         "Notes") in the aggregate principal amount of $96,410,256.41. The Notes
         are to be substantially in the form of Exhibit 1(a) attached hereto.

                  (b) The Company has authorized the issue and sale of its
         warrants (herein, together with any warrants issued in exchange
         therefor or replacement thereof, called the "Warrants") evidencing
         rights to purchase in the aggregate 4,041,458 shares of Class Q-1
         Common Stock (subject to adjustment as provided therein). The Warrants
         shall be exercisable for nominal consideration, shall expire on
         December 31, 2009 and shall be substantially in the form of Exhibit
         1(b).

                  (c) The Notes, the Warrants and, unless the context clearly
         requires otherwise, the Warrant Shares (as defined in the Warrants),
         are collectively referred to as the "Securities" and each as a
         "Security".

                  (d) Interest on the Notes is payable quarterly in arrears on
         the last day of each March, June, September and December, commencing
         March 31, 2003. As further provided in each of the Notes, 12/19th's of
         the accrued and unpaid interest on the Notes shall be payable in cash
         and the balance shall be payable in kind. In no event shall the amount
         paid or agreed to be paid as interest and premium on any Note exceed
         the highest lawful rate permissible under any law applicable thereto.

                  (e) The Notes shall be secured by and entitled to the benefits
         of the following:

                           (i) fully perfected security interests in and Liens
                  on substantially all presently-owned and after-acquired
                  tangible and intangible personal property and fixtures of the
                  Company and its Subsidiaries (other than any Foreign
                  Subsidiary),


                                      -1-
<PAGE>

                  whether now existing or hereafter acquired or organized,
                  including, without limitation, a fully perfected pledge of all
                  (or 65% in the case of any Foreign Subsidiary (but no Foreign
                  Subsidiary shall be required to pledge assets)) of the
                  outstanding Shares of each Subsidiary, pursuant to one or more
                  guarantee and collateral agreements substantially in the form
                  of Exhibit 1(e)(i) attached hereto (each, a "Security
                  Agreement"; collectively, the "Security Agreements");

                           (ii) fully perfected mortgages or deeds of trust on
                  all real estate (and appurtenant interests) now or hereafter
                  owned or leased by the Company and its Subsidiaries (other
                  than any Foreign Subsidiary), whether now existing or
                  hereafter acquired or organized, pursuant to one or more
                  mortgages or deeds of trust substantially in the form of
                  Exhibit 1(e)(ii) attached hereto (each a "Mortgage" and
                  collectively, the "Mortgages");

                           (iii) unconditional guarantees by each Subsidiary of
                  the Company (other than any Foreign Subsidiary), whether now
                  existing or hereafter acquired or organized, pursuant to one
                  or more Security Agreements.

                           (f) The Securities are to be issued under this
                  Agreement to you and each of the other purchasers (the "Other
                  Purchasers") named in Schedule I attached hereto. The issue of
                  Securities to you and the issues of Securities to each of the
                  Other Purchasers are separate transactions and you shall not
                  be liable or responsible for the acts or defaults of the Other
                  Purchasers.

2. Sale and Purchase of Securities. The Company will issue and sell to you and,
subject to the terms and conditions hereof and in reliance upon the
representations and warranties of the Company contained herein and in the other
Operative Documents, you will purchase from the Company, at the Closing, as
specified in section 3, such Securities as are specified on that portion of
Schedule I attached hereto as is applicable to you. The aggregate purchase price
of the Notes and the Warrants shall be $94,000,000, which amount shall be
allocated solely to the Notes. The Company, you and each of the Other Purchasers
agree that the values ascribed to the Securities (which values shall be used by
the Company, you and the Other Purchasers, as well as any subsequent holder of
any of the Securities, for all purposes, including the preparation of tax
returns) shall be determined in accordance with the foregoing.

3. Closing. The closing of the sale and purchase of the Securities hereunder
(the "Closing") shall take place at the office of Messrs. Choate, Hall &
Stewart, Exchange Place, 53 State Street, Boston, Massachusetts 02109, on
December 27, 2002 (or on such other date (not later than December 31, 2002) as
may be agreed to in writing by the Company, you and each of the Other
Purchasers) (the "Closing Date"). The Closing shall occur not later than 11:00
A.M. Boston time (your reinvestment deadline) on the Closing Date. At the
Closing, the Company will deliver to you the Securities to be purchased by you
at the Closing against payment of the purchase price thereof to (or for the
benefit of) the Company in immediately available funds in accordance with the
wire instructions set forth on Exhibit 3 attached hereto. Delivery of the
Securities to be purchased by you at the Closing shall be made in the form of
one or more Notes and Warrants, in such denominations and registered in such
names as are specified on Schedule I attached hereto and in each case dated, and
in the case of the Notes, bearing interest from the Closing Date. If at



                                      -2-
<PAGE>

the Closing the Company shall fail to tender the Securities to be delivered to
you thereat as provided herein, or if at the Closing any of the conditions
specified in section 4 shall not have been fulfilled to your reasonable
satisfaction or waived, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any other rights you
may have by reason of such failure or such non-fulfillment.

4. Conditions to Closing. Your obligation to purchase and pay for the Securities
to be purchased by you hereunder at the Closing is subject to the fulfillment to
your reasonable satisfaction or waiver, prior to or at the Closing, of the
following conditions:

         4.1. Representations and Warranties Correct. The representations and
warranties made by the Company herein and in the other Operative Documents shall
have been true and correct when made and shall be true and correct in all
material respects at and as of the time of the Closing (after giving effect to
the transactions consummated at the Closing).

         4.2. Performance; No Default. The Company shall have performed all
agreements and complied with all conditions contained herein and in the other
Operative Documents required to be performed or complied with by them prior to
or at the Closing. At the time of the Closing (after giving effect to the
transactions consummated at the Closing), no Default or Event of Default shall
exist. Since December 31, 2001, no event shall have occurred which could
reasonably be expected to result in a Material Adverse Change.

         4.3. Related Transactions.

                  (a) The debt and equity capitalization of the Company and its
         Subsidiaries shall be in all respects reasonably satisfactory to you.
         After giving effect to the Closing, neither the Company nor any of its
         Subsidiaries shall have any Indebtedness other than that evidenced by
         the Notes and that which is specified on Exhibit 5.9 attached hereto.

                  (b) The Organizational Documents of the Company and each of
         its Subsidiaries (other than any Foreign Subsidiary) shall be
         satisfactory to you in all material respects, and, without limiting the
         generality of the foregoing, the Certificate of Incorporation of the
         Company shall have been amended to provide for the Class Q-1 Common
         Stock.

                  (c) You, each of the Other Purchasers, the Company, Onex and
         J2R Partners III (an Affiliate of Onex) shall have entered into a
         Security Holders' Agreement substantially in the form of Exhibit 4.3(c)
         attached hereto (the "Security Holders' Agreement"), and such agreement
         shall be in full force and effect.

                  (d) The Company shall have furnished evidence satisfactory to
         you that the Grandville, Taylor and Witham facilities have attained a
         Ford Motor Co. "Q1" rating.

                  (e) The First Lien Credit Documents shall have been executed
         and delivered and shall be in full force and effect. The Company shall
         have established pursuant thereto (after giving effect to the
         prepayments to be made on the Closing Date specified in Section 2.3 of
         the Fifth Amendment to the First Lien Credit Agreement): (i)
         $90,000,000 committed revolving credit facilities maturing on June 30,
         2006, (ii) a



                                      -3-
<PAGE>

         $133,000,000 term loan "B" facility with a final maturity on October
         21, 2006 and (iii) $95,000,000 term loan "C" facility maturing on
         October 22, 2006. The terms of the First Lien Credit Documents shall be
         satisfactory to you in all material respects and, prior to the payment
         of interest due on the Senior Subordinated Notes but after payment of
         all fees associated with the Closing and related transactions
         (including, without limitation, the $1,000,000 fee referred to in
         Section 14.6(a)(iv)(C) to be paid to Hidden Creek or its Affiliates),
         the undrawn availability under the revolving credit facility thereunder
         shall not be less than $30,000,000.

                  (f) The Company, you, each of the Other Purchasers and the
         Administrative Agent, on behalf of First Lien Creditors shall have
         entered into an intercreditor agreement substantially in the form of
         Exhibit 4.3(f) attached hereto (the "Intercreditor Agreement"),
         pursuant to which the relative priorities of the Liens securing the
         Notes and certain other obligations shall be established, and such
         agreement shall be in full force and effect.

                  (g) You, each of the Other Purchasers and the Company shall
         have entered into a second amendment to the Company's Registration
         Agreement dated April 21, 1999 substantially in the form of Exhibit
         4.3(g)(i) attached hereto, and such agreement (as so amended, the
         "Registration Rights Agreement"), a true correct and complete copy of
         which, including all amendments, modifications and supplements thereto,
         is attached as Exhibit 4.3(g)(ii) attached hereto, shall be in full
         force and effect.

                  (h) The Company shall have furnished to you the environmental
         reports specified on Exhibit 4.3(h) attached hereto and such reports
         shall be in satisfactory to you in all material respects.

                  (i) The Company shall have furnished to you true, correct and
         complete copies of (i) all material agreements between the Company or
         any of its Subsidiaries on the one hand and Onex and any of its
         Affiliates on the other hand, including, without limitation, the Hidden
         Creek Management Agreement, (ii) the Investor Stockholders Agreement
         dated as of April 21, 1999, as amended by two amendments dated May 28,
         1999 and November 30, 2000, and (iii) the Management Stockholders
         Agreement dated as of July 16, 1999 (the "Management Stockholders
         Agreement"), and the terms of such agreements shall be satisfactory to
         you in all material respects.

         4.4. Compliance Certificate. You shall have received an Officer's
Certificate, dated the Closing Date, certifying that the conditions specified in
sections 4.1 and 4.2 have been fulfilled or waived.

         4.5. Payment of Transaction Costs. The Company shall have paid, in
immediately available funds all reasonable fees, out-of-pocket expenses and
disbursements incurred by you and the Other Purchasers at or prior to the time
of the Closing in connection with the transactions contemplated by the Operative
Documents, including, without limitation, the reasonable fees, out-of-pocket
expenses and disbursements of one special counsel to the Purchasers.



                                      -4-
<PAGE>

         4.6. Opinion of Counsel for the Company. At the Closing, you shall have
received an opinion, dated the Closing Date, from Kirkland & Ellis, counsel for
the Company in a form reasonably satisfactory to you, which shall be attached
hereto as Exhibit 4.6.

         4.7. Opinion of Your Special Counsel. At the Closing, you shall have
received an opinion dated the Closing Date, from your special counsel, Choate,
Hall & Stewart, substantially in the form of Exhibit 4.7 attached hereto.

         4.8. Certain Additional Documents to be Delivered at or Prior to the
Closing. You shall have received the items specified on Exhibit 4.8 attached
hereto, each of which shall be satisfactory to you in all material respects.

         4.9. Sale of Securities to Other Purchasers. At the Closing, the
Company shall sell to the Other Purchasers the Securities to be purchased at the
Closing by the Other Purchasers and shall receive payment in full of the
purchase price thereof.

         4.10. Security Documents; Collateral; Collateral Agency Agreement.

                  (a) The Security Documents shall have been duly authorized,
         executed and delivered by each of the parties thereto and shall be in
         full force and effect and all agreements, documents and instruments
         required to be executed, delivered, filed and/or recorded in connection
         therewith shall have been so executed and delivered and shall be in
         proper form for filing and/or recording. The Liens created by the
         Security Documents shall be subject to no prior Lien except such other
         Liens as may be permitted under section 14.9 or consented to in writing
         by the Required Holders of the Notes.

                  (b) You and your special counsel shall be satisfied in all
         material respects as to: (i) the insurance coverages (including title
         insurance) applicable to any portion or all of the Collateral; (ii)
         compliance by the Company with all laws, statutes, rules and
         regulations applicable to any portion or all of the Collateral
         (including those relating to permitting, zoning and/or to environmental
         matters), except where non-compliance therewith could not be reasonably
         be expected to result in a Material Adverse Change; (iii) the title to
         the Collateral (and the absence of any Liens, other than those
         permitted under section 14.9, or any outstanding claims); (iv) the
         condition and value of the Collateral; (v) the recording, filing,
         validity, perfection and priority of all Liens created by the Security
         Documents (and the payment of all related fees and taxes) and (vi) the
         receipt by the Company of all consents of landlords, tenants and
         subtenants or other parties to any agreement whose consent is or may be
         necessary in connection with the execution, delivery and performance of
         any of the Security Documents.

                  (c) In connection with the foregoing, at or prior to the
         Closing, you shall have received the following items, each of which
         shall be in form and substance reasonably satisfactory to you:

                           (i) a certificate or certificates of insurance
                  evidencing the insurance coverages maintained by the Company,
                  which certificates shall name you and each of the Other
                  Purchasers or the Collateral Agent as additional insureds and
                  loss payees, as applicable, and shall demonstrate that the
                  insurance policies


                                      -5-
<PAGE>

                  evidenced thereby comply with the terms of this Agreement and
                  of the other Operative Documents relating to insurance
                  matters, including, without limitation, section 3(d) of the
                  Security Agreement and Section 5 of the Mortgages relating to
                  the real property in Grandville, Michigan, Benton Harbor,
                  Michigan Glasgow, Kentucky and Sheboygan, WI;

                           (ii) a mortgagee's title insurance policy insuring
                  the priority of the Mortgages, free from all Liens and
                  encumbrances and without exception for (A) filed or unfiled
                  mechanics' liens, (B) survey matters and (C) any other
                  matters, except for "Permitted Encumbrances" as defined in the
                  Mortgages, such policy to be issued by a title insurance
                  company reasonably satisfactory to you and containing such
                  endorsements and affirmative insurance as you may reasonably
                  request;

                           (iii) current instrument surveys (with surveyors'
                  certifications) of the "Real Estate" (as defined in the
                  Mortgages);

                           (iv) UCC financing statements (naming the Company and
                  each of its Subsidiaries (other than any Foreign Subsidiaries)
                  as debtors and the holders of the Notes as secured parties) in
                  proper form for filing in the offices specified on Exhibit
                  5.12(a); and

                           (v) lien searches on the Company and each of its
                  Subsidiaries (other than any Foreign Subsidiaries) from the
                  applicable offices in each jurisdiction of incorporation or
                  other organization thereof and each jurisdiction in which any
                  of the assets and properties of the Company and each of its
                  Subsidiaries (other than any Foreign Subsidiaries) shall be
                  located at or after the Closing, which searches shall not
                  reveal any prior financing statement or similar filing
                  covering any portion or all of the Collateral (other than
                  financing statements or filings to be terminated at or prior
                  to the Closing, those permitted under section 14.9 or those
                  consented to in writing by the Required Holders of the Notes).

                  (d) You shall have completed such investigations of, and
         received such information concerning, the Collateral as you determine
         to be necessary, and the results thereof shall be satisfactory to you
         in all material respects.

                  (e) You, each of the Other Purchasers and JPMorgan Chase Bank
         shall have entered into a collateral agency agreement substantially in
         the form of Exhibit 4.10(e) attached hereto (the "Collateral Agency
         Agreement") pursuant to which, among other things, JPMorgan Chase Bank
         shall have been appointed collateral agent (the "Collateral Agent") for
         the holders of the Notes, and such Collateral Agency Agreement shall be
         in full force and effect.

         4.11. Proceedings and Documents. All proceedings in connection with the
transactions contemplated by the Operative Documents and all agreements,
documents and instruments incident to such transactions shall be satisfactory in
all material respects to you and your special



                                      -6-
<PAGE>

counsel, and you and your special counsel shall have received all such
counterpart originals or copies thereof as you or they may reasonably request.

5. Representations and Warranties. The Company represents and warrants on the
Closing Date that (after giving effect to the transactions consummated at the
Closing):

         5.1. Organization, Standing, etc. The Company and each of its
Subsidiaries is duly organized, validly existing and in good standing (if
applicable with respect to foreign jurisdictions) under the laws of the
jurisdiction of its organization and has all requisite power and authority to
own, lease and operate its properties, to carry on its business as now
conducted, and now proposed to be conducted as described in the Disclosure
Documents referred to in section 5.4, and to execute, deliver and perform each
of the Operative Documents to which it is a party and to consummate the
transactions contemplated by the Operative Documents to which it is a party.

         5.2. Names; Jurisdictions of Organization; Subsidiaries. Exhibit 5.2
attached hereto correctly specifies as to the Company and each of its
Subsidiaries: (a) its legal name, (b) the jurisdiction of its organization, and
(c) each jurisdiction (other than its jurisdiction of organization) in which it
is qualified to do business.

         5.3. Qualification. The Company and each of its Subsidiaries is duly
qualified or licensed to do business and is in good standing in each
jurisdiction in which the character of the properties owned or leased or the
nature of the activities conducted makes such qualification or licensing
necessary, except for those jurisdictions in which the failure to be so
qualified or licensed or to be in good standing has not resulted in, and could
not reasonably be expected to result in, a Material Adverse Change.

         5.4. Business, etc. The Company and its Subsidiaries are engaged in the
business of the design, manufacture, distribution and sale of aluminum die
casting, aluminum fabrication and aluminum machining components and assemblies
for automotive original equipment manufacturers (the "Business"). The Company
has furnished to you true, correct and complete copies of (i) the Confidential
Private Placement Memorandum for the Company dated August 2002 and prepared by
Credit Suisse First Boston, and (ii) the other documents specified on Exhibit
4.8 attached hereto (the "Disclosure Documents").

         5.5. Shares; Voting Provisions; Options; Warrant Shares, etc.

                  (a) Exhibit 5.5(a) attached hereto correctly and fully
         specifies as to the Company and each of its Subsidiaries (after giving
         effect to the transactions consummated at the Closing) (i) its
         authorized and outstanding Shares and (ii) the name of each record and
         beneficial owner of such Shares, together with the number (and class,
         if any) and percentage of such Shares held by each such Person. All of
         the outstanding Shares of the Company and each of its Subsidiaries are,
         and all Warrant Shares issued upon exercise of the Warrants in
         accordance with the terms thereof will be, duly authorized, validly
         issued, fully paid and non-assessable (to the extent applicable to such
         Shares) and not subject to any preemptive right, right of first refusal
         or similar right on the part of the Company or any other Person (except
         (y) as provided in the Security





                                      -7-
<PAGE>

         Holders' Agreement and (z) as set forth on Exhibit 5.5(a)) and all of
         such Shares have been (or will have been) offered, issued and sold in
         all material respects in accordance with all applicable laws. Except as
         set forth on Exhibit 5.5(a) attached hereto, the owners of the Shares
         indicated on Exhibit 5.5(a) attached hereto own the Shares indicated on
         such exhibit free of any Lien (other than Liens permitted under section
         14.9), proxy, voting agreement, voting trust, stockholders agreement or
         similar agreement or restriction (other than the Security Holders'
         Agreement, the Investor Stockholders Agreement and the Management
         Stockholders Agreement). Except for the Security Holders' Agreement and
         except as set forth on Exhibit 5.5(a) attached hereto, neither the
         Organizational Documents nor any other agreement, document or
         instrument binding on or applicable to the Company or any of its
         Subsidiaries or any of the holders of its Shares contains any provision
         requiring a higher voting requirement with respect to action taken
         (and/or to be taken) by its board of directors (as defined in section
         15.2) or the holders of its Shares than that which would apply in the
         absence of such provision. Onex (directly or indirectly) has the right
         (by virtue of the terms of the Investors Stockholders Agreement) to
         elect or designate for election a majority of the members of the board
         of directors of the Company (and thereby to direct or cause the
         direction of the management and policies of the Company and each of its
         Subsidiaries), and, except for the Security Holders' Agreement and the
         Investor Stockholders Agreement or as set forth on Exhibit 5.5(a)
         attached hereto, Onex is not subject to any agreement or restriction
         (other than those arising under applicable securities laws and other
         than immaterial restrictions) that affects its right (or the right of
         its Affiliates) to vote or transfer any of such Shares or to exercise
         any other incident of ownership of any of such Shares.

                  (b) Except as provided in section 11 and the Registration
         Rights Agreement, except for the Warrants and except as set forth on
         Exhibit 5.5(b) attached hereto (after giving effect to the consummation
         of the transactions consummated at the Closing), (i) there are no
         outstanding rights, options, warrants or agreements for the purchase
         from, or sale or issuance by, the Company or any of its Subsidiaries of
         any of its Shares or any securities convertible into or exercisable or
         exchangeable for such Shares; (ii) there are no agreements on the part
         of the Company or any of its Subsidiaries to issue, sell or distribute
         any of its Shares, other securities or assets (other than the sale of
         inventory in the ordinary course of business); (iii) except pursuant to
         the Management Stockholders Agreement, neither the Company nor any of
         its Subsidiaries has any obligation (contingent or otherwise) to
         purchase, redeem or otherwise acquire any of its Shares or any interest
         therein or to pay any dividend or make any distribution in respect
         thereof; and (iv) no Person is entitled to any registration rights with
         respect to the registration of any Shares of the Company or any of its
         Subsidiaries under applicable securities laws.

                  (c) The aggregate number of shares of Class Q-1 Common Stock
         issuable upon exercise in full of the Warrants immediately after the
         Closing is 4,041,458, which, if then issued, would constitute not less
         than 5.0% of the Common Stock (calculated on a fully-diluted basis)
         assuming the conversion, exercise and exchange of all outstanding
         securities convertible into and exercisable or exchangeable for Common
         Stock, including, without limitation, the Warrants. The Company has
         reserved 4,041,458 shares of Class Q-1 Common Stock solely for issuance
         upon exercise of the Warrants.



                                      -8-
<PAGE>

         5.6. Financial Statements. You have been furnished with:

                  (a) the financial statements referred to on Exhibit 5.6(a)
         attached hereto, which financial statements have been prepared in
         accordance with GAAP and present fairly in all material respects the
         financial position and the results of operations and cash flows of the
         Person(s) purported to be covered thereby as at the respective dates
         and for the respective periods indicated in conformity with GAAP
         (subject, in the case of any unaudited financial statements, to normal
         year-end and audit adjustments and the omission of footnote
         disclosure);

                  (b) the projections referred to on Exhibit 5.6(b) attached
         hereto, which projections were prepared in good faith, are based upon
         assumptions that the Company believes are reasonable and take into
         account all material information regarding the matters set forth
         therein. Such projections represent the Company's current estimate of
         the future financial performance of the Company and its Subsidiaries.
         The Company does not currently anticipate any material deviation from
         such projections; and

                  (c) the pro forma unaudited consolidated balance sheet
         referred to on Exhibit 5.6(b) attached hereto, which balance sheet sets
         forth the estimated financial position of the Company and its
         Subsidiaries as at the Closing Date, adjusted on a pro forma basis to
         give effect to the consummation on the Closing Date of the transactions
         contemplated by the Operative Documents, and reflects all known
         material liabilities (absolute, contingent or otherwise, pursuant to
         any Guarantees or other arrangements) of the Persons purported to be
         covered thereby as at the Closing Date.

         Notwithstanding anything to the contrary contained in this section 5.6,
those certain Purchasers referred to on Exhibit 5.6(b) attached hereto hereby
acknowledge that they have not been furnished with the projections described in
section 5.6(b).

         5.7. Changes; Solvency, etc. Since December 31, 2001: (a) there has
been no change in the assets, liabilities or financial condition of the Company
or any of its Subsidiaries from that set forth in the balance sheet as at such
date referred to on Exhibit 5.6(a) attached hereto, other than changes in the
ordinary course of business which have not been, either in any case or in the
aggregate, materially adverse, (b) no condition or event has occurred which has
resulted in, or could reasonably be expected to result in, a Material Adverse
Change and (c) except as set forth on Exhibit 5.7 attached hereto, no Investment
(other than Permitted Investments) and no Restricted Payment has been, directly
or indirectly, declared, ordered, paid or made. Each of the Company and each of
its Subsidiaries is (and, after giving effect to the consummation of the
transactions at Closing, will be) Solvent.

         5.8. Tax Returns and Payments.

                  (a) The Company and each of its Subsidiaries have filed all
         federal and other material tax returns required by law to be filed and
         have paid all taxes and assessments shown to be due and payable on such
         returns and all other material governmental charges levied upon any of
         their respective properties, assets, income, receipts, franchises or
         sales other than (i) those currently being contested in good faith by
         appropriate proceedings




                                      -9-
<PAGE>

         (all of which are specified on Exhibit 5.8 attached hereto and none of
         which, if adversely resolved, could reasonably be expected to result in
         a Material Adverse Change) and (ii) those not yet delinquent. The
         income tax liability of each of the Company and each of its
         Subsidiaries has been finally determined by all applicable foreign and
         domestic, federal, provincial, state and local governmental
         authorities, and satisfied, or the time for audit has expired, for all
         fiscal years through the fiscal year specified as applicable for such
         Person on Exhibit 5.8 attached hereto. Except as set forth on Exhibit
         5.8 attached hereto, neither the Company nor any of its Subsidiaries
         has executed any waiver or waivers that would have the effect of
         extending the applicable statute of limitations in respect of income
         tax liabilities. The charges, accruals and reserves in the financial
         statements referred to on Exhibit 5.6(a) attached hereto in respect of
         taxes for all fiscal periods are adequate as determined under GAAP, and
         there are no known unpaid assessments for additional taxes for any
         fiscal period or of any basis therefor.

                  (b) Except as set forth on Exhibit 5.8 attached hereto, no
         material liability for any tax (whether income, documentary, sales,
         stamp, registration, issue, capital, property, excise or otherwise),
         duty, levy, impost, fee, charge or withholding, directly or indirectly,
         imposed, assessed, levied or collected by or for the account of any
         governmental authority of or in any jurisdiction, will be incurred by
         the Company or any of its Subsidiaries as a result of the execution or
         delivery of any of the Operative Documents, and no such liability will
         be imposed on the Company or any of its Subsidiaries with respect to or
         on account of any payment (or other performance) by the Company or any
         of its Subsidiaries under any of the Operative Documents, provided that
         the Company agrees that payments due under the Operative Documents
         shall not be reduced as a result of any such liability, whether or not
         the same is specified on Exhibit 5.8 attached hereto, as further
         provided in sections 21 and 22 hereof. Under applicable laws,
         regulations and rulings currently in effect in the jurisdictions in
         which the Company or any of its Subsidiaries is incorporated or does
         business, there is no material limit on the conversion of any currency
         owned by the Company or any of its Subsidiaries into U.S. dollars, or
         the export or use of such U.S. dollars and any other U.S. dollars owned
         by the Company or any of its Subsidiaries, at the times and in the
         amounts necessary to permit the Company and its Subsidiaries to
         discharge their obligations under the Operative Documents. If any
         material exchange control or similar limitations are instituted, the
         Company will, and will cause each of its Subsidiaries to, take all
         requisite action to obtain any consent, approval or other governmental
         action necessary to permit timely discharge of such obligations in U.S.
         dollars.

         5.9. Indebtedness, Liens, Investments, Transactions with Affiliates,
Leases and Derivative Transactions. Exhibit 5.9 attached hereto correctly
describes as to the Company and each of its Subsidiaries:

                  (a) all of its Indebtedness to be outstanding immediately
         following the Closing in an amount, either individually or in the
         aggregate, of $500,000 or more (other than that evidenced by the
         Notes);



                                      -10-
<PAGE>

                  (b) all Liens to which any of its properties and assets will
         be subject immediately following the Closing (other than those of the
         character described in section 14.9(a)(ii));

                  (c) all of its Investments having a fair market value,
         individually or in the aggregate, of $500,000 or more (and all
         agreements and commitments to make Investments) to be owned or held
         immediately following the Closing (other than Investments of the
         character described in clauses (b) through (f), inclusive, of the
         definition of Permitted Investments);

                  (d) all material agreements (including, without limitation,
         all employment and management consulting agreements) with its
         Affiliates and all transactions involving more than $500,000 in value
         with such Affiliates which it is now obligated or now intends to
         consummate at any time in the future;

                  (e) each lease of real and/or personal property (other than
         any lease under which the Company and its Subsidiaries pay less than
         $500,000 in the aggregate during any period of twelve consecutive
         months) under which it is a lessee or sublessee and the name of the
         lessor, the lessee or sublessee, a general description of the property
         leased, the annual rents payable thereunder and the term thereof; and

                  (f) all Derivative Transactions to which it was (during the
         period of 12 months ended on the Closing Date), is now or is obligated
         or intends to become, a party and in which the aggregate amount
         involved exceeds or will exceed $500,000.

         5.10. Title to Properties; Liens; Leases; Real Property. The Company
and each of its Subsidiaries has good and valid (in the case of personalty) and
good and marketable (in the case of real property) title to all of their
respective material properties and material assets (including, without
limitation, the material properties and material assets reflected in the balance
sheet dated December 31, 2001, referred to on Exhibit 5.6(a) attached hereto),
free and clear of all Liens (other than Liens permitted under section 14.9)
except properties and assets disposed of since such date in the ordinary course
of business. The Company and each of its Subsidiaries enjoys peaceful and
undisturbed possession under all material leases under which it operates, and
all of such leases are valid, subsisting and in full force and effect and are on
"arm's length" terms. The only material leases of real property to which the
Company or any of its Subsidiaries is a party are listed on Exhibit 5.9 attached
hereto. There are no subtenants or licensees of any material real property
leased by the Company or any of its Subsidiaries.

         5.11. Litigation, etc. There is no action, proceeding or investigation
pending or, to the knowledge of the Company, threatened (or any basis therefor
known to the Company) against or affecting the Company or any of its
Subsidiaries which (a) questions the validity of any of the Operative Documents
or any action taken or to be taken pursuant thereto or (b) has resulted in, or
could reasonably be expected to result in, a Material Adverse Change. There is
no outstanding judgment, decree or order against or affecting the Company or any
of its Subsidiaries which has resulted in, or could reasonably be expected to
result in, a Material Adverse Change.



                                      -11-
<PAGE>

         5.12. Valid and Binding Obligations; Compliance with Other Instruments;
Absence of Restrictions, etc.

                  (a) This Agreement has been duly authorized, executed and
         delivered by the Company and constitutes the valid and legally binding
         obligation of the Company enforceable against the Company in accordance
         with its terms, except that enforceability may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
         or similar laws of general application now or hereafter in effect
         affecting the rights and remedies of creditors and by general equity
         principles (regardless of whether enforcement is sought in a proceeding
         at law or in equity). Each of the other Operative Documents to which
         the Company or any of its Subsidiaries is a party has been duly
         authorized by the Company or such Subsidiary, as the case may be, and,
         when executed and delivered, will constitute the valid and legally
         binding obligation of the Company or such Subsidiary, as the case may
         be, enforceable against it in accordance with its terms, except that
         enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium, fraudulent transfer or similar laws of
         general application now or hereafter in effect affecting the rights and
         remedies of creditors and by general equity principles (regardless of
         whether enforcement is sought in a proceeding at law or in equity). The
         provisions of the Security Documents are effective to create in favor
         of and for the benefit of the holders of the Notes and the other
         Secured Obligations (as defined in the Security Documents) legal, valid
         and enforceable Liens in and on all of the right, title and interest of
         the Company and each of its Subsidiaries (other than any Foreign
         Subsidiary) in the Collateral. Upon the filing of the financing
         statements and other instruments specified on Exhibit 5.12(a) attached
         hereto in the applicable offices listed on such exhibit, and the
         payment of associated fees, there shall have been created in favor of
         the holders of the Notes fully perfected Liens in and on all right,
         title and interest of the Company and each of its Subsidiaries (other
         than any Foreign Subsidiary) in the Collateral (to the extent a
         security interest in the Collateral can be perfected by such filings),
         subject to no other Liens or claims of any other Person other than
         Liens permitted under section 14.9(a). No other filing or action is
         required in order to perfect such Liens.

                  (b) Neither the Company nor any of its Subsidiaries is in
         violation of or in default under any term of its Organizational
         Documents, or of any agreement, document, instrument, judgment, decree,
         order, law, statute, rule or regulation applicable to it or any of its
         properties and assets, in any way which has resulted in, or could
         reasonably be expected to result in, a Material Adverse Change. Without
         limiting the generality of the foregoing:

                           (i) the Company and each of its Subsidiaries is in
                  compliance in all material respects with and has duly and
                  timely filed all required filings and reports pursuant to all
                  applicable laws, statutes, rules and regulations, except where
                  such non-compliance or failure to file has not resulted in,
                  and could not reasonably be expected to result in, a Material
                  Adverse Change, and neither the Company nor any of its
                  Subsidiaries has received any notices to the contrary;



                                      -12-
<PAGE>

                           (ii) the Company and each of its Subsidiaries is, and
                  has been, in compliance with (and none of them nor any of
                  their predecessors in interest has received any notice to the
                  contrary) and there is no reasonable possibility of any
                  liability of or any judgment, decree or order binding upon or
                  applicable to the Company and/or any of its Subsidiaries or
                  any of their properties or assets under or on account of, any
                  Environmental Laws, including, without limitation, legal
                  requirements relating to the use, storage, handling, transport
                  and disposal of Hazardous Materials, in each case except where
                  the same has not resulted in, and could not reasonably be
                  expected to result in, a Material Adverse Change;

                           (iii) neither the Company nor any of its Subsidiaries
                  nor, to the best of the Company's knowledge, any other Person,
                  has ever caused or permitted any Hazardous Materials to be
                  disposed of on or under any real property owned or leased by
                  the Company or any of its Subsidiaries in any manner not
                  permitted by all applicable laws, except for any disposals
                  that have not resulted in, and could not reasonably be
                  expected to result in, a Material Adverse Change; and

                           (iv) no real property ever owned or leased by the
                  Company or any of its Subsidiaries has ever been used by the
                  Company or any of its Subsidiaries or, to the best of the
                  Company's knowledge, any third party as (A) a disposal site or
                  permanent storage site for any Hazardous Materials or (B) a
                  temporary storage site for any Hazardous Materials, in each
                  case except in compliance with applicable Environmental Laws,
                  except where non-compliance has not resulted in, and could not
                  reasonably be expected to result in, a Material Adverse
                  Change. All Hazardous Materials used or generated by the
                  Company or any of its Subsidiaries (including any business
                  merged into or otherwise acquired by the Company or any of its
                  Subsidiaries) have been generated, accumulated, stored,
                  transported, treated, recycled and disposed of in compliance
                  with all applicable laws and regulations, except for any
                  non-compliance that has not resulted in, and could not
                  reasonably be expected to result in, a Material Adverse
                  Change. There are no underground storage tanks or underground
                  petroleum receptacles on any real property owned or leased by
                  the Company or any of its Subsidiaries where the existence of
                  such tanks or receptacles has resulted in, or could reasonably
                  be expected to result in, a Material Adverse Change. Neither
                  this Agreement nor the transactions contemplated hereby will
                  result in any obligations for site assessment or cleanup, or
                  notification to or consent of any governmental agency or third
                  party, under any Environmental Law.

                  (c) The execution, delivery and performance of and the
         consummation of the transactions contemplated by the Operative
         Documents will not violate or constitute a default under, or permit any
         Person to accelerate or to require the prepayment of any Indebtedness
         of the Company or any of its Subsidiaries or to terminate any material
         lease or agreement of the Company or any of its Subsidiaries pursuant
         to, or result in the creation of any Lien (other than the Liens created
         by the First Lien Credit Documents and the Security Documents) upon any
         of the properties or assets of the Company or any of its Subsidiaries
         pursuant to, any term of the Organizational Documents of the Company or
         any of its Subsidiaries or of any material agreement, document,
         instrument (including,


                                      -13-
<PAGE>

         without limitation, the Senior Subordinated Note Documents), judgment,
         decree, order, law, statute, rule or regulation applicable to the
         Company or any of its Subsidiaries or any of their respective
         properties and assets.

                  (d) Except as set forth on Exhibit 5.12(d) attached hereto,
         neither the Company nor any of its Subsidiaries is a party to or bound
         by or subject to any Organizational Document or any material agreement,
         document, instrument, judgment, decree, order, law, statute, rule or
         regulation (other than the Operative Documents, the Senior Subordinated
         Note Documents and the First Lien Credit Documents and laws, statutes,
         rules or regulations affecting businesses generally): (i) which
         restricts its right or ability to incur Indebtedness, to issue
         securities or to consummate the transactions contemplated hereby; (ii)
         under the terms of or pursuant to which its obligation to pay all
         amounts due from it and/or to perform all obligations imposed on it
         and/or to comply with the terms applicable to it under any of the
         Operative Documents is in any way restricted; or (iii) which restricts
         its right or ability to pay dividends and/or to make any other
         distributions in respect of its Shares, to mortgage or dispose of its
         properties, to consummate any merger, consolidation or acquisition, to
         make Investments or capital expenditures, to enter into and perform
         leases, to pay executive compensation and/or to conduct its business as
         now conducted and now proposed to be conducted.

         5.13. ERISA.

                  (a) The Company and each ERISA Affiliate have operated and
         administered each Plan in compliance with all applicable laws except
         for such instances of noncompliance which have not resulted in, and
         could not reasonably be expected to result in, a Material Adverse
         Change. Neither the Company nor any ERISA Affiliate has incurred any
         liability pursuant to Title I or IV of ERISA or the penalty or excise
         tax provisions of the Code relating to employee benefit plans (as
         defined in section 3 of ERISA), and no event, transaction or condition
         has occurred or exists that could reasonably be expected to result in
         the incurrence of any such liability by the Company or any ERISA
         Affiliate, or in the imposition of any Lien on any of the rights,
         properties or assets of the Company or any ERISA Affiliate, in either
         case pursuant to Title I or IV of ERISA or to such penalty or excise
         tax provisions or to section 401(a)(29) or 412 of the Code, other than
         such liabilities or Liens as would not individually or in the aggregate
         result in a Material Adverse Change.

                  (b) Except as set forth on Exhibit 5.13(b) attached hereto,
         neither the Company nor any ERISA Affiliate has operated any Plan which
         is subject to Title IV of ERISA.

                  (c) The expected postretirement benefit obligation of the
         Company and its Subsidiaries (determined in accordance with Financial
         Accounting Standards Board Statement No. 106, without regard to
         liabilities attributable to continuation coverage mandated by section
         4980B of the Code) does not exceed $9,000,000.

                  (d) The consummation of the transactions contemplated by the
         Operative Documents will not involve any transaction that is subject to
         the prohibitions of section




                                      -14-
<PAGE>

         406 of ERISA or in connection with which a tax could be imposed
         pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation
         by the Company in the first sentence of this section 5.13(d) is made in
         reliance upon and subject to the accuracy of your representation in
         section 26(b) as to the sources of the funds used to pay the purchase
         price of the Securities to be purchased by you.

                  (e) Each plan, fund or similar program established or
         maintained outside of the United States of America by the Company
         and/or any of its Subsidiaries or to which contributions are, or within
         the preceding five years have been made or required to be made by the
         Company and/or any of its Subsidiaries for the benefit of its employees
         or former employees residing outside of the United States of America
         which provides for pension, retirement income, health or medical
         insurance, disability or other employee benefits and which is not
         subject to ERISA or the Code (collectively, the "Foreign Employee
         Plans") has been operated or administered, in compliance with its terms
         and the requirements of all applicable laws, statutes, rules and
         regulations, except for instances of noncompliance which have not
         resulted in, and could not reasonably be expected to result in, a
         Material Adverse Change, has been registered where required by
         applicable law and maintained in good standing with all applicable
         regulatory authorities, and, with respect to each such plan, fund or
         similar program, each of the Company and its Subsidiaries has satisfied
         its funding or contribution obligations in accordance with the terms
         thereof and applicable laws, except in each case where the failure to
         do the same has not resulted in, and could not reasonably be expected
         to result in, a Material Adverse Change.

                  (f) No event, transaction or condition has occurred or exists
         with respect to any Foreign Employee Plan that could reasonably be
         expected to result in the imposition of any Lien on the Company or a
         Subsidiary or the incurrence by the Company or any Subsidiary of any
         penalty, penalty tax or fine under any applicable law, other than such
         Liens, penalties, penalty taxes or fines as would not individually or
         in the aggregate result in, and could not reasonably be expected to
         result in, a Material Adverse Change.

                  (g) The present value of the aggregate benefit liabilities
         under the Foreign Employee Plans (for which funding is required
         pursuant to applicable law or the terms thereof), determined as of the
         end of each such Foreign Employee Plan's most recently ended year on
         the basis of both the going concern and solvency actuarial valuation
         assumptions and methodologies contained in each such Foreign Employee
         Plan's most recent actuarial valuation report, did not exceed the
         aggregate current value of the assets of the Foreign Employee Plans
         allocable to such benefit liabilities by more than $15,200,000 (or its
         equivalent in any other currency) in the aggregate for all such Foreign
         Employee Plans.

         5.14. Consents, etc. No consent, approval or authorization of, or
declaration or filing with, or other action by, any Person (including, without
limitation, any trustee under the Senior Subordinated Note Documents and any
governmental authority) is required on the part of the Company or any of its
Subsidiaries as a condition precedent to the valid execution, delivery and
performance of and the consummation of the transactions contemplated by the
Operative Documents and/or the exercise by any holder of any Securities of any
of its rights in respect



                                      -15-
<PAGE>

thereof, other than (a) those specified on Exhibit 5.14 attached hereto, all of
which have been obtained and are unconditional, in full force and effect and not
subject to appeal or review and (b) consents required under immaterial contracts
and other immaterial consents. Without limiting the generality of the foregoing,
no filing is required in connection with the transactions contemplated hereby
(including, without limitation, the issue and sale of the Securities and the
Acquisition) under the Clayton Act or the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, each as amended.

         5.15. Proprietary Rights; Licenses. The Company and each of its
Subsidiaries have all Proprietary Rights and Licenses as are necessary for the
conduct of their respective businesses as now conducted and now proposed to be
conducted, without any known conflict with the rights of others, except where
the failure to have any such Proprietary Right and/or License has not resulted
in, and could not reasonably be expected to result in, a Material Adverse
Change. Each such Proprietary Right and License is in full force and effect, all
material obligations with respect thereto have been fulfilled and performed and,
to the knowledge of the Company, there is no material infringement thereon by
any other Person. No default in the performance or observance by the Company or
any of its Subsidiaries (or any of the predecessors in interest to the Company
or any of its Subsidiaries) of their respective obligations thereunder has
occurred which permits, or after notice or lapse of time or both would permit,
the revocation or termination of any Proprietary Right or License which has
resulted in, or could reasonably be expected to result in, a Material Adverse
Change.

         5.16. Offer of Securities; Investment Bankers. Neither the Company nor
any Person acting on its behalf (a) has taken or will take any action which
would bring the issuance and sale of the Securities within the provisions of
section 5 of the Securities Act or the registration or qualification provisions
of any applicable blue sky or other securities laws, (b) has dealt with any
broker, finder, commission agent or other similar Person in connection with the
sale of the Securities and the other transactions contemplated by the Operative
Documents, other than Credit Suisse First Boston Corporation, or (c) is under
any obligation to pay any broker's fee, finder's fee or commission in connection
with such transactions, other than Credit Suisse First Boston Corporation, which
fees are the obligation solely of the Company.

         5.17. Government Regulation. Neither the Company nor any of its
Subsidiaries is subject to regulation under the Public Utility Company Act of
1935, the Federal Power Act, the ICC Termination Act of 1995 or the Investment
Company Act of 1940, each as amended. Neither the Company nor any of its
Subsidiaries is a Person or entity described by section 1 of Executive Order
13224 of September 24, 2001 entitled Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism,
66 Fed. Reg. 49,079 (2001), and neither the Company nor any of its Subsidiaries
engages in any transactions or dealings, or is otherwise associated with any
such persons or entities. Neither the Company nor any of its Subsidiaries is in
violation of the USA Patriot Act, as amended.

         5.18. Disclosure. Neither this Agreement, nor any of the other
Operative Documents nor the Disclosure Documents, contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained herein and therein not misleading in the light of the
circumstances under which such statements were made, it being understood that,
except as set forth in section 5.6, no representation or warranty is made with


                                      -16-
<PAGE>

respect to any projections or other prospective financial information. There is
no fact known to the Company or any of its Subsidiaries (other than information
concerning general economic conditions known to the public generally) which has
resulted in, or could reasonably be expected to result in, a Material Adverse
Change which has not been set forth in this Agreement, the other Operative
Documents and the Disclosure Documents.

         5.19. Labor Relations; Suppliers, Distributors and Customers. No
dispute involving employees of the Company or any of its Subsidiaries or their
respective relationships with their respective employees has resulted in, or
could reasonably be expected to result in, any Material Adverse Change. The
relationships with the suppliers to and distributors for and customers of the
Company and its Subsidiaries are satisfactory commercial working relationships
and, during the 12-month period ended on the Closing Date, no such supplier,
distributor or customer has canceled or otherwise terminated its relationship
with or decreased its services, supplies or materials to or its usage or
purchase of the services or products of the Company or any of its Subsidiaries
in a manner which has resulted in, or could reasonably be expected to result in,
a Material Adverse Change. The Company is not aware of any intention of any such
supplier, distributor or customer to take any such action which has resulted in,
or could reasonably be expected to result in, a Material Adverse Change.

         5.20. Foreign Assets Control Regulations, etc. Neither the sale of the
Notes by the Company nor the use of the proceeds therefrom, nor the execution,
delivery and performance of this Agreement by the Company, will violate the
United States Trading with the Enemy Act, as amended, or any of the foreign
asset control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto.

6. Use of Proceeds; Federal Reserve Board Regulations, etc.

                  (a) The proceeds of the sale of the Securities will be used on
         the Closing Date to make the payments to the Persons and for the
         purposes specified on the schedule of sources and uses attached as
         Exhibit 6 hereto, and the remaining balance of such proceeds will be
         used for general corporate and working capital purposes of the Company
         and its Subsidiaries in accordance with the terms of the Operative
         Documents.

                  (b) Neither the Company nor any of its Subsidiaries owns, or
         will use, directly or indirectly, any part of the proceeds of the sale
         of the Securities for the purpose of purchasing or carrying, any
         "margin stock" or "margin security" within the meaning of any
         regulation of the Board of Governors of the Federal Reserve System
         (herein called a "margin security") or for the purpose of reducing or
         retiring any Indebtedness which was originally incurred to purchase or
         carry any margin security or for any other purpose which might
         constitute the transactions contemplated by the Operative Documents a
         "purpose credit" within the meaning of any such regulation or cause
         this Agreement or any of the other Operative Documents to violate any
         such regulation, the Exchange Act or any other applicable law, statute,
         regulation, rule, order or restriction.

7. Financial Statements and Information. The Company will furnish to you in
duplicate, so long as you shall be obligated to purchase Securities hereunder or
shall hold any of the



                                      -17-
<PAGE>

Securities, and to each other institutional holder from time to time of the
Securities, provided that after the Notes shall have been repaid in full in
cash, the Company shall not be obligated to comply with the provisions of
sections 7(c)(ii)(B), 7(c)(iii)(other than clause (B) thereof), 7(f), 7(g)(to
the extent that it requires notices of Defaults and Events of Default), 7(i) and
7(j):

                  (a) within (i) 30 days after the end of each monthly
         accounting period in each fiscal year of the Company and (ii) 60 days
         (or whatever shorter period within which the Company may be required
         under applicable law, statute, rule or regulation to file its financial
         statements with the Commission (or any analogous foreign governmental
         authority)) after the end of each of the first three quarterly
         accounting periods in each fiscal year of the Company, the consolidated
         (and unaudited consolidating) balance sheets of the Company and its
         Subsidiaries as at the end of such period and the related consolidated
         (and unaudited consolidating) statements of operations, stockholders'
         investment and comprehensive income and cash flows for such period and
         for the portion of such fiscal year ended on the last day of such
         period, in each case setting forth in comparative form the
         corresponding figures for the same period and portion of the next
         preceding fiscal year and the corresponding figures from the budgets
         for such period and for the fiscal year which includes such period;

                  (b) within 120 days (or whatever shorter period within which
         the Company may be required under applicable law, statute, rule or
         regulation to file its financial statements with the Commission (or any
         analogous foreign governmental authority)) after the end of each fiscal
         year of the Company, the consolidated (and unaudited consolidating)
         balance sheets of the Company and its Subsidiaries as at the end of
         such year and the related consolidated (and unaudited consolidating)
         statements of operations, stockholders' investment and comprehensive
         income and cash flows for such year, in each case setting forth in
         comparative form the corresponding figures for the next preceding
         fiscal year and the corresponding unaudited figures from the budget for
         such fiscal year, all in reasonable detail and accompanied by:

                           (1) the standard unqualified report on such
                  consolidated financial statements of the Company and its
                  Subsidiaries of Deloitte & Touche or other accountants of
                  recognized national standing reasonably acceptable to the
                  Required Holders of each class of the Securities, which report
                  shall (i) not contain any "going concern" or like
                  qualification or exception, or any qualification arising out
                  of the scope of the audit and (ii) be accompanied by a
                  separate certificate from such accountants which shall state
                  whether or not their examination has disclosed the existence,
                  during or at the end of the fiscal year covered by such
                  financial statements and/or at the date of such certificate,
                  of any Default or Event of Default under sections 14.5, 14.6,
                  14.7, 14.11 or 14.15 and, if their examination has disclosed
                  such a condition or event, specifying in reasonable detail the
                  nature and period of existence thereof; and

                           (2) a report of a reputable insurance broker with
                  respect to the insurance required by the Security Documents;



                                      -18-
<PAGE>

                  (c) together with each delivery of financial statements
         pursuant to sections 7(a) and 7(b), an Officer's Certificate which
         shall:

                           (i) certify that such financial statements have been
                  prepared in accordance with GAAP applied on a consistent basis
                  throughout the periods covered thereby and present fairly in
                  all material respects the consolidated financial position and
                  the consolidated results of operations and cash flows of the
                  Company and its Subsidiaries as at the end of and for the
                  periods covered thereby in conformity with generally accepted
                  accounting principles as then in effect (subject, in the case
                  of any unaudited financial statements, to normal year-end and
                  audit adjustments and the omission of footnotes);

                           (ii) state that, after due inquiry, the signer, in
                  his capacity as an officer of the Company, does not have
                  knowledge of the existence, during the fiscal period covered
                  by such financial statements or as at the date of such
                  Officer's Certificate, of (A) any Repurchase Event or (B) any
                  Default or Event of Default, or, if such is not the case,
                  specifying in reasonable detail the nature and period of
                  existence thereof and what action the Company or the
                  applicable Subsidiary has taken, is taking and proposes to
                  take with respect thereto;

                           (iii) in the case of each Officer's Certificate
                  delivered with the quarterly and annual financial statements:

                                (A) show in reasonable detail all computations
                           required to demonstrate compliance, at the end of the
                           fiscal period covered by such financial statements,
                           with the provisions of sections 14.5, 14.6, 14.7 and
                           14.15;

                                (B) include in reasonable detail management's
                           discussion and analysis of the financial condition
                           and the results of operations of the Company and its
                           Subsidiaries as of the end of and for the fiscal
                           periods covered by such financial statements,
                           including a discussion and analysis of any
                           significant variations from the budgets for such
                           periods;

                                (C) if there shall exist any Subsidiary of the
                           Company as of the date of such Officer's Certificate
                           which did not exist as of, or if the Company or any
                           of its Subsidiaries shall have acquired any real
                           property (or any material interest therein) since,
                           the date of the last Officer's Certificate delivered
                           pursuant to this section 7(c), specify (x) with
                           respect to each such Subsidiary (1) its name and
                           jurisdiction of organization, (2) its authorized and
                           outstanding Shares (and any securities convertible
                           into or exchangeable or exercisable for such Shares)
                           and the names of the holders thereof and (3) a brief
                           description of the nature of each such Subsidiary's
                           business and certify that each such new Subsidiary
                           has executed and delivered pursuant to section 14.19
                           all Security Documents required under such section,
                           if any, and (y) the nature of such real property (or
                           material interest therein) and certify that all
                           Security Documents




                                      -19-
<PAGE>

                           required under section 14.19, if any, have been
                           executed and delivered; and

                                (D) be accompanied by a list of any county or
                           state within the United States where the Company or
                           any of its Subsidiaries keep inventory, equipment or
                           any other material Collateral and of any Intellectual
                           Property Collateral acquired by any such Person, in
                           each case not listed on the most recent list
                           delivered pursuant to this clause (D) (or, in the
                           case of the first such list so delivered, since the
                           Closing Date);

                  (d) as promptly as practicable (but in any event not later
         than fifteen Business Days) after receipt thereof, copies of all
         management letters submitted by independent accountants;

                  (e) at such time as any securities of the Company or any of
         its Subsidiaries are publicly held, as promptly as practicable (but in
         any event not later than five Business Days) after the same are
         available, copies of (i) all material press releases issued by the
         Company or any Subsidiary of the Company, and all notices, proxy
         statements, financial statements, reports and documents as the Company
         shall send or make available generally to its shareholders or as any
         Subsidiary of the Company shall send or make available generally to its
         shareholders, other than its parent corporation, and (ii) all periodic
         and special reports, documents and registration statements (other than
         on Form S-8) which the Company or any Subsidiary of the Company
         furnishes or files, or any officer, director or shareholder of the
         Company or any of its Subsidiaries furnishes or files with respect to
         the Company or any of its Subsidiaries, with the Commission (or any
         analogous foreign governmental authority) or any securities exchange;

                  (f) as promptly as practicable (but in any event not later
         than five Business Days) after any executive officer or senior
         management employee of the Company or any of its Subsidiaries becomes
         aware of the occurrence of any of the following conditions or events,
         an Officer's Certificate specifying in reasonable detail the nature and
         period of existence thereof, what action the Company or any of its
         Subsidiaries has taken, is taking and proposes to take with respect
         thereto: (i) with respect to any Plan, any "reportable event," as
         defined in section 4043(b) of ERISA and the regulations thereunder, for
         which notice thereof has not been waived pursuant to such regulations
         as in effect on the date hereof; (ii) the taking by the PBGC of steps
         to institute, or the threatening by the PBGC of the institution of,
         proceedings under section 4042 of ERISA for the termination of, or the
         appointment of a trustee to administer, any Plan, or the receipt by the
         Company or any ERISA Affiliate of a notice from a Multiemployer Plan
         that such action has been taken by the PBGC with respect to such
         Multiemployer Plan; or (iii) any event, transaction or condition that
         could result in the incurrence of any liability by the Company or any
         ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or
         excise tax provisions of the Code relating to employee benefit plans,
         or in the imposition of any Lien on any of the rights, properties or
         assets of the Company or any ERISA Affiliate pursuant to Title I or IV
         of ERISA or such penalty or excise tax provisions, if such liability or
         Lien, taken together with any other such liabilities or Liens then
         existing, has resulted in, or could reasonably be expected to result
         in, a Material Adverse Change;



                                      -20-
<PAGE>

                  (g) not later than five Business Days after the Company
         obtains knowledge of the occurrence of any Default or Event of Default
         or of any condition or event which has resulted in, or could reasonably
         be expected to result in, a Material Adverse Change, an Officer's
         Certificate (with a copy thereof to be concurrently delivered to the
         Collateral Agent) specifying in reasonable detail the nature and period
         of existence thereof, what action the Company or any of its
         Subsidiaries has taken, is taking and proposes to take with respect
         thereto and the date, if any, on which it is estimated the same will be
         remedied;

                  (h) not later than 90 days after the end of each fiscal year
         of the Company, a copy of the projections by the Company of the
         operating budget and cash flow budget of the Company and its
         Subsidiaries for the succeeding fiscal year, such projections to be
         accompanied by an Officer's Certificate to the effect that such
         projections have been prepared in good faith and based on reasonable
         assumptions, and promptly upon preparation thereof, any other
         significant projections and budgets which the Company or any of its
         Subsidiaries prepares and any revisions of such annual or other
         budgets;

                  (i) as promptly as practicable (but in any event not later
         than five days) after the occurrence of any condemnation, taking or
         destruction of or damage to (whether or not covered by insurance) any
         properties or assets of the Company or any of its Subsidiaries, if such
         occurrence has, or could reasonably be expected to have, a material
         effect on the value of the Collateral, an Officer's Certificate
         specifying in reasonable detail the nature of such event, what action
         the Company or any of its Subsidiaries has taken, is taking and
         proposes to take with respect thereto and the date, if any, on which it
         is estimated the same will be remedied;

                  (j) at the same time as it shall be furnished to or received
         from (i) any of the First Lien Creditors (or any of their agents or
         representatives) or (ii) any other financial institution or Person (or
         any of their agents or representatives) to which the Company or any of
         its Subsidiaries is indebted for Indebtedness, in an amount, either
         individually or in the aggregate of $5,000,000 or more, copies of all
         material notices, reports or other information relating to the Company
         or any of its Subsidiaries, including, without limitation, all such
         information relating to (A) incipient, pending or alleged defaults or
         events of default thereunder, (B) the exercise of remedial rights by or
         on behalf of any of the Persons referred to in clauses (i) or (ii) of
         this clause (j), and (C) any grant of additional collateral to, or
         other action with respect to collateral by, any such Persons; and

                  (k) such other information as from time to time may reasonably
         be requested.

         Notwithstanding anything to the contrary contained in this section 7,
each of those certain Purchasers set forth on Exhibit 7 attached hereto shall
not receive any of the information required to be delivered pursuant to this
section 7 unless and until any such Purchaser provides notice to the Company
that it wishes to receive such information (or any portion thereof). Any other
holder of Securities at any time and from time to time may, by notice to the
Company to such effect, elect that it shall not receive any (or any portion) of
such information unless and until such holder notifies the Company otherwise.



                                      -21-
<PAGE>

8. Inspection; Board Visitation Rights.

                  (a) The Company will, and will cause its Subsidiaries to,
         permit any Person designated by any holder of any of the Securities on
         reasonable advance notice, during regular business hours (unless a
         Default or Event of Default shall have occurred and be continuing, in
         which case, at any time) and at such holders' expense (unless a Default
         or Event of Default shall have occurred and be continuing, in which
         case, at the Company's expense), to visit and inspect any of the
         properties of the Company and its Subsidiaries, to examine their books
         and records (and to make copies thereof) and to discuss their affairs,
         finances and accounts with and to be advised as to the same by, their
         directors, officers, consultants and accountants, all at such intervals
         as any such holder may reasonably request; provided, that (i) prior to
         any contact with any consultant or accountant, such holder shall give
         the Company the opportunity to participate in such discussions and (ii)
         each holder (or Persons designated by such holder) may only visit or
         inspect the Company's properties two times each year, unless a Default
         or Event of Default shall have occurred and be continuing, in which
         case, visits and inspections shall be unlimited.

                  (b) The Hancock Investors shall have the right to appoint two
         representatives, and the holder or holders of 50% or more in interest
         of each class of Securities at the time outstanding (excluding all
         Securities at the time owned by the Hancock Investors, the Company or
         any Affiliates of the Company) shall have the right, as a group, to
         appoint one representative, and each of such representatives shall: (a)
         receive notice of all meetings (both regular and special) of the board
         of directors (as defined in section 15.2) of each of the Company and
         its Subsidiaries and each committee thereof (such notice to be
         delivered or mailed as specified in section 23 at the same time as
         notice is given to the members of such board and/or committee, but in
         no event later than three Business Days prior to the date of such
         meeting); (b) be entitled to attend (or, at the option of such
         representatives, monitor by telephone) all such meetings; (c) receive
         all notices, information and reports which are furnished to the members
         of such board and/or committee at the same time and in the same manner
         as the same is furnished to such members; (d) be entitled to
         participate in all discussions conducted at such meetings; and (e)
         receive as soon as available (but in any event prior to the next
         succeeding meeting of such board and/or committee) copies of the
         minutes of all such meetings. In the event the board of directors of
         the Company or any of its Subsidiaries determines in its reasonable
         judgment that an issue material to the business should not be discussed
         in the presence of such representatives because of an actual or
         potential conflict of interest or attorney-client privilege, then such
         board of directors or committee may discuss such issue without such
         representatives being present and discussion of such issue may be
         redacted from any materials to be delivered to such representatives
         hereunder; provided that such representatives shall be promptly
         notified of such meeting and redactions and the general nature thereof.
         If any action is proposed to be taken after the Closing by such board
         and/or committee by written consent in lieu of a meeting, the Company
         will give written notice thereof to such representatives, which notice
         shall describe in reasonable detail the nature and substance of such
         proposed action and shall be delivered or mailed as specified in
         section 23 at the same time as notice is given to the members of such
         board and/or committee (but in no event later than three Business Days
         prior to the date upon which such action is proposed to be taken). The
         Company will furnish such representatives with a copy of each such
         written consent promptly after it has been signed by its last
         signatory. Such representatives shall not constitute members of such
         board and/or committee and shall not be entitled to vote on any matters
         presented at meetings of such board



                                      -22-
<PAGE>

         and/or committee or to consent to any matter as to which the consent of
         any such board and/or committee shall have been requested. The board of
         directors (or other governing board) of the Company shall meet not less
         frequently than once during each fiscal quarter of the Company, and
         each holder of Securities shall be entitled at its expense to monitor
         by telephone each such meeting. The Company shall pay the reasonable
         out-of-pocket expenses of such representatives incurred in connection
         with attending such meetings and/or exercising any rights under this
         section 8(b). The Company will promptly furnish to each holder of any
         Securities (upon request by such holder) hereunder copies of all
         documentation furnished to such representatives under this section
         8(b).

                  (c) Each holder of any Securities agrees by its acceptance
         thereof that any non-public information concerning the Company and its
         Subsidiaries which is furnished by the Company to such holder pursuant
         to this Agreement or any of the other Operative Documents, including,
         without limitation, any non-public information received pursuant to
         section 8(b) (collectively "Confidential Information") shall be kept
         confidential by such holder in accordance with procedures adopted by
         such holder in good faith to protect confidential information of third
         parties. The term "Confidential Information" shall not include,
         however, any information which (x) was publicly known or otherwise
         known to any holder at the time of disclosure by the Company to any
         holder; (y) subsequently becomes publicly known through no act or
         omission of any holder or any agent of any holder or (z) becomes known
         to any holder otherwise than through disclosure by the Company.
         Notwithstanding the foregoing, each holder of any Securities may
         disclose Confidential Information: (i) with the consent of the Company
         (which shall not be unreasonably withheld or delayed); (ii) when
         required by law or regulation; (iii) in any report, statement or
         testimony submitted by such holder to any regulatory body having or
         claiming to have jurisdiction over such holder; (iv) to the National
         Association of Insurance Commissioners or any similar organization or
         to any rating agency; (v) to the officers, directors, employees,
         agents, representatives and professional consultants of such holder and
         of such holder's Affiliates who have a need to know such information
         and who have agreed to maintain the confidentiality of such information
         in accordance with the provisions of this section 8(c); (vi) in
         connection with the preservation, exercise and/or enforcement of any of
         such holder's rights or remedies under this Agreement and the other
         Operative Documents; (vii) in connection with any contemplated transfer
         of any of the Securities held by such holder to any institutional
         investor or financial institution (so long as the recipient of such
         information agrees to keep such information confidential on terms
         substantially similar to those set forth in this section 8(c)); (viii)
         in a response to any summons, subpoena or other legal process or in
         connection with any judicial or administrative proceeding or inquiry;
         or (ix) to correct any false or misleading information which may become
         public concerning the relationship of such holder to the Company or any
         of its Subsidiaries and/or the transactions contemplated hereby.


                                      -23-
<PAGE>

                  (d) The Company will notify each holder of Securities not less
         than three Business Days prior to each "earnings call" and shall permit
         each holder to monitor the same.

9. Prepayment of Notes.

         9.1. Optional Prepayment With Premium of Notes. At any time or from
time to time, the Company may, at its option, upon notice as set forth in
section 9.5, prepay all or any part (in an integral multiple of $1,000,000 and a
minimum of $5,000,000 or such lesser principal amount thereof as shall then be
outstanding) of the Notes, upon the concurrent payment of a premium (a
percentage of the principal amount so prepaid pursuant to this section 9.1) (the
"Applicable Premium"), such percentage to be that set forth in the following
table opposite the period in which the date fixed for such prepayment occurs:

<TABLE>
<CAPTION>
                                                                                          Applicable
                            Period                                                         Premium
                            ------                                                         -------
<S>                                                                                        <C>
          Closing Date through December 31, 2003                                             12.0%
          January 1, 2004 through December 31, 2004                                           9.0%
          January 1, 2005 through December 31, 2005                                           6.0%
          January 1, 2006 through December 31, 2006                                           3.0%
          January 1, 2007 and thereafter                                                      2.0%
</TABLE>

         9.2. Prepayment With Premium at the Option of Holders of Notes upon a
Change of Control.

                  (a) The Company will notify each holder of any Notes of the
         occurrence of any event which will, or could reasonably be expected to,
         result in a Change of Control at least 30 (but not more than 60) days
         prior to the occurrence of such Change of Control. If any holder of any
         Notes then outstanding shall furnish a written request for prepayment
         to the Company (in accordance with section 23) not more than 30 days
         after receipt of such notice of such Change of Control, the Company
         will prepay all of the Notes of such holder then outstanding, together
         with (i) if such Change of Control occurs on or prior to December 31,
         2005, a premium in an amount equal to 9.0% of the principal amount of
         such Notes, and (ii) if such Change of Control occurs after December
         31, 2005, a premium in an amount equal to 1.0% of the principal amount
         of such Notes. Each such prepayment shall occur on the date upon which
         the Change of Control occurs, unless the Company and each holder of
         Notes then to be repaid agree to a later date, and no prepayment
         requested pursuant to this section 9.2 shall be due unless the Change
         of Control shall occur.

                  (b) Each notice from the Company pursuant to this section 9.2
         shall make explicit reference to this section 9.2 and shall state that
         the right of the holders of the Notes then outstanding to require
         prepayment thereof must be exercised within 30 days of the receipt of
         such notice.

                                      -24-
<PAGE>

         9.3. Prepayment Without Premium at the Option of the Company upon a
Qualified Public Offering. In connection with a Qualified Public Offering, the
Company may, at its option, upon notice as set forth in section 9.5, prepay
without premium up to 35% of the aggregate principal amount of the Notes then
outstanding, provided that any prepayment of the Notes pursuant to this section
9.3 must (i) be made with available net proceeds to the Company of such
Qualified Public Offering and (ii) be made contemporaneous with the consummation
of such Qualified Public Offering, unless the Company and the Required Holders
of the Notes agree to a different date. Each notice pursuant to section 9.5 of a
prepayment under this section 9.3 shall be accompanied by an Officer's
Certificate certifying and demonstrating that this section 9.3 is being complied
with in connection with such prepayment.

         9.4. Allocation of Partial Prepayments of Notes. In the case of each
partial prepayment of the Notes under this section 9, the principal amount of
the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding (excluding any Notes at the time owned by the Company or any
Subsidiary of any of the Company) then to be prepaid in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof, with
adjustments, to the extent practicable, to compensate for any prior prepayments
not made exactly in such proportion.

         9.5. Notice of Optional Prepayments of Notes. In the case of each
prepayment under this section 9, the Company shall give written notice thereof
to each holder of Notes being prepaid not less than 10 nor more than 30 days
prior to the date fixed for such prepayment. Each such notice shall set forth:
(a) the date fixed for prepayment; (b) the aggregate principal amount of Notes
to be prepaid on such date; and (c) the aggregate principal amount of Notes held
by such holder to be prepaid on such date and the amount of accrued interest and
the premium, if any, to be paid to such holder on such date.

         9.6. Maturity; Accrued Interest; Surrender, etc. of Notes. In the case
of each prepayment of all or any part of any Note, the principal amount to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date
and the premium, if any, due thereon. Any Note prepaid in full shall be
surrendered to the Company at the Company's principal place of business promptly
following prepayment and canceled and shall not be reissued, and no Note shall
be issued in lieu of any prepaid principal amount of any Note.

         9.7. Purchase of Notes. After the Closing Date, the Company will not,
and will not permit any of its Affiliates to, directly or indirectly, purchase
or otherwise acquire, or offer to purchase or otherwise acquire, any outstanding
Notes except (a) by way of payment or prepayment in accordance with the
provisions of the Notes and this Agreement, (b) so long as no Default or Event
of Default shall have occurred or be continuing, Onex, Hidden Creek (or any of
their Affiliates (other than the Company or any of its Subsidiaries)) may
purchase up to $10,000,000 aggregate principal amount of the Notes from any
holder that is not an Affiliate of the Company, provided that, in the case of
this clause (b), (i) the purchase price is equal to the fair market value of
such Notes and (ii) no fee, premium or other consideration or remuneration is
paid, directly or indirectly in connection therewith and (c) Notes purchased by
JLF/AR-I LLC at Closing and Notes purchased in compliance with clause (b) of
this section 9.7 may be



                                      -25-
<PAGE>

transferred to and among Affiliates of the Company (other than the Company or
any of its Subsidiaries).

         9.8. Payment on Non-Business Days. If any amount hereunder or under the
Notes shall become due on a day which is not a Business Day, such payment shall
be due on the next succeeding Business Day without including the additional
day(s) elapsed in the computation of the interest payable on such next
succeeding Business Day.

10. Pari Passu Obligations. The Notes will rank pari passu in right of payment
with the obligations under the First Lien Credit Agreement and senior to the
Company's Senior Subordinated Notes. The Company hereby certifies that the Notes
(and all obligations evidenced thereby) (other than those held by Affiliates of
the Company) constitute "Senior Debt" under a "Credit Facility" (as each such
term is defined in the Senior Subordinated Note Indenture) and that the Company
has designated that upon payment in full of the obligations under the First Lien
Credit Documents (other than contingent indemnification obligations) the Notes
(and all obligations evidenced thereby) will constitute "Designated Senior Debt"
under (and as defined in) the Senior Subordinated Note Indenture. Reference is
hereby made to the Intercreditor Agreement for certain provisions relating to
the relative priorities of the Liens securing the Notes and certain other
obligations.

11. Put and Call Rights.

         11.1. Certain Definitions. As used in this section 11, the following
terms have the following respective meanings:

         "Call Notice" and "Call Closing Date" shall have the respective
meanings specified in section 11.3.

         "Put/Call Price" of any Put/Call Security at any date shall mean the
Fair Value of such Put/Call Security on the last day of the month immediately
preceding the date upon which the Put Notice or Call Notice, as the case may be,
is delivered pursuant to section 11.2 or 11.3, respectively; provided that the
Put/Call Price of any Warrant shall be reduced by an amount equal to the product
of (a) the Exercise Price (as defined in such Warrant) times (b) the number of
Warrant Shares issuable upon exercise of such Warrant, if and to the extent not
otherwise paid to the Company.

         "Put/Call Securities" shall mean the Warrants and the Warrant Shares,
each of which is a "Put/Call Security".

         "Put Notice" and "Put Closing Date" shall have the respective meanings
specified in section 11.2.

         11.2. Put Rights of the Holders of the Put/Call Securities.

                  (a) Each holder of any Put/Call Securities shall have the
         option to require the Company to purchase all or any portion of the
         Put/Call Securities then outstanding held by such holder at a purchase
         price equal to the Put/Call Price for the Put/Call Securities at



                                      -26-
<PAGE>
         any time and from time to time on or after the earlier of (i) December
         31, 2007 and (ii) the occurrence of any Repurchase Event.

                  (b) A holder of the Put / Call Securities shall exercise such
         option by delivering to the Company a notice (a "Put Notice")
         specifying the Put/Call Securities to be so purchased by the Company.
         Upon receipt of such Put Notice, the Company shall be obligated to
         purchase the Put/Call Securities specified in such Put Notice on (i)
         the date of the occurrence of the Repurchase Event in connection with
         which such Put Note is given or (ii) if no Repurchase Event shall have
         occurred, the 30th day following the date on which such Put Notice is
         given (each, a "Put Closing Date"), unless in any case the Company and
         the holders of the Put/Call Securities then to be repurchased agree to
         a different date or the holders of the Put/Call Securities revoke the
         Put Notice.

                  (c) Promptly after receipt of a Put Notice, the Company will
         notify each holder of Put/Call Securities of receipt of such Put
         Notice. The Company shall notify each holder of any Put/Call Securities
         of the occurrence of any event which will, or could reasonably be
         expected to, result in a Repurchase Event at least 30 days (but not
         more than 60 days) prior to the occurrence of such Repurchase Event.

         11.3. Call Rights of the Company.

                  (a) The Company shall have the option to purchase all (but not
         less than all) of the Put/Call Securities then outstanding at a
         purchase price equal to the Put/Call Price at any time on or after
         December 31, 2008; provided that if at any time prior to December 31,
         2008 a holder of the Put / Call Securities shall have exercised its
         option under section 11.2 to require the Company to purchase the
         Put/Call Securities and, by operation of section 11.5, the Company
         shall not have purchased such Put/Call Securities on the date specified
         in section 11.2(b), then the first date upon which the Company shall
         have the option under this section 11.3 to purchase all of the Put/Call
         Securities shall not be December 31, 2008 but rather the date which
         follows December 31, 2008 by the number of days which is equal to the
         number of days during which the repurchase obligation of the Company
         under section 11.2 was delayed by operation of section 11.5.

                  (b) The Company shall exercise such option by delivering to
         each holder of any Put/Call Securities a notice (a "Call Notice")
         specifying the Put/Call Securities to be so purchased by the Company.
         Following delivery of such Call Notice, the Company shall be obligated
         to purchase the Put/Call Securities specified therein on the date
         specified in such notice (the "Call Closing Date"), which date shall
         not be earlier than 10 days nor later than 30 days following the date
         of receipt by each holder of Put/Call Securities of such Call Notice.
         The Company may not exercise such option unless the Company can pay the
         Put Price in full in immediately available funds on the applicable Call
         Closing Date.

         11.4. Closing; Payment of Put/Call Price. The closing for any payment
of the Put/Call Price due to any holder of Put/Call Securities under this
section 11 shall occur at the principal office of such holder, unless the
Company and such holder agree to a different location. The payment of the
Put/Call Price which is due to any holder of any Put/Call Securities pursuant to



                                      -27-
<PAGE>

this section 11 shall be paid by the Company, against delivery of the
certificates evidencing such Put/Call Securities, in immediately available
funds.

         11.5. Limitations on Obligations of the Company. Notwithstanding
anything to the contrary contained in this section 11, if the Company is unable
to pay to the holders of the Put/Call Securities the full amount of the Put/Call
Price which is due to such holders in respect of the Put/Call Securities on the
applicable Put Closing Date in immediately available funds without violating
applicable law or the documents for any Approved First Lien Credit Facility,
then:

                  (a) the Company shall (i) use its best efforts to obtain
         financing for such payment and to obtain all necessary consents and
         waivers to permit such payment and (ii) pay in immediately available
         funds the largest portion of such payment (pro rata to each of the
         holders of Put/Call Securities from whom the Company is then obligated
         to purchase any Put/Call Securities in proportion to the Put/Call
         Securities to be purchased from each holder) on the Put Closing Date
         that such Company is able to pay without causing any such violation;

                  (b) the Company shall, and shall cause each of its
         Subsidiaries to, conduct its business in the ordinary course, and the
         Company shall not, directly or indirectly, make any Restricted Payment,
         until the Put/Call Price shall have been paid in full in immediately
         available funds;

                  (c) the Company shall furnish to each holder of Put/Call
         Securities an Officer's Certificate specifying (i) the nature of the
         event or condition on account of which the Company is so precluded from
         making such payment, (ii) the action that the Company is taking to
         remedy such failure (including the action which the Company is taking
         to obtain financing for the payment of the Put/Call Price and/or to
         obtain all necessary consents and waivers) and (iii) the date, which
         shall not be later than 12 months following the originally scheduled
         Put Closing Date (unless then prohibited by the terms of the Approved
         First Lien Credit Facility), on which the Put/Call Price shall be paid
         in full in immediately available funds, it being agreed that if, on any
         date subsequent to the originally scheduled Put Closing Date, the
         Company is able to pay the unpaid balance of the Put/Call Price (or any
         portion thereof) without causing any such violation, then the Company
         immediately shall notify each holder of any Put/Call Securities and
         shall pay to each of the holders from whom the Company is then
         obligated to purchase any Put Securities (pro rata as aforesaid) such
         unpaid balance (or the largest portion thereof that may be so paid) in
         immediately available funds;

                  (d) from and after the originally scheduled Put Closing Date,
         until the Put/Call Price shall have been paid in full in immediately
         available funds, the unpaid balance of the Put/Call Price shall bear
         interest at 19% per annum, which interest shall, to the extent
         permitted by law, be due and payable to the holders of the Put/Call
         Securities from whom the Company is then obligated to purchase any
         Put/Call Securities (pro rata as aforesaid) monthly in arrears on the
         last day of each month, commencing on the first such date following the
         originally scheduled Put Closing Date, and on the date on which any
         portion (or all) of the unpaid balance of the Put/Call Price is paid;
         and



                                      -28-
<PAGE>

                  (e) unless earlier paid in full, to the extent permitted by
         law, the Put/Call Price shall be paid in full in immediately available
         funds not later than 12 months following the originally scheduled Put
         Closing Date.

A holder of the Put/Call Securities may revoke its Put Notice at any time prior
to payment in full of the amount due to such holder in connection therewith,
without prejudice to such holder's rights under this section 11.

         11.6. Successive Repurchase Events, etc. The provisions of this section
11 are applicable to successive Repurchase Events. No failure on the part of any
holder of any Put/Call Securities to exercise any right under this section 11
arising on account of any Repurchase Event shall affect or impair any right of
such holder arising on account of any subsequent Repurchase Events or any other
right of such holder under any of the Operative Documents. The covenants
contained in this section 11 shall continue in effect so long as any Put/Call
Securities are outstanding and, without limiting the generality of the
foregoing, shall survive the payment, prepayment and/or replacement of any other
Securities and any merger, consolidation, recapitalization, sale of assets or
other similar transaction or event involving the Company or any of its
Subsidiaries.

         11.7. No Limitations. Neither the Company nor any of its Subsidiaries
is now and, without the consent of the Required Holders of the Warrants and the
Warrant Shares, neither the Company nor any of its Subsidiaries shall become
bound by any agreement or other contractual restriction which limits its right
or ability to pay the Put/Call Price under this section 11, other than the
documents for any Approved First Lien Credit Facility and the Senior
Subordinated Note Documents, provided that none of such documents shall at any
time contain any restriction on the obligation or right of the Company to comply
with the provision of this section 11 which (a) is more restrictive than the
terms of the First Lien Credit Documents and the Senior Subordinated Note
Documents, as applicable, as in effect as of the Closing Date or (b) has effect
on or after December 31, 2007.

12. Additional Information. The Company will take, or will cause to be taken,
such action as any holder of Securities may reasonably request from time to time
to facilitate any sale or disposition by any such holder of any Securities
without registration under the Securities Act and/or any applicable securities
laws within the limitation of the exemptions provided by any rule or regulation
thereunder.

13. Payments in U.S. Dollars. The payment of the purchase price of the
Securities hereunder shall be made in U.S. dollars. All payments by the Company
or of any of its Subsidiaries pursuant to the Operative Documents, whether in
respect of any Securities (on account of principal, interest, fees or other
amounts) or otherwise, shall be made in U.S. dollars.

14. Covenants of the Company. So long as any of the Notes shall remain
outstanding, the Company will duly perform and observe each and all of the
covenants and agreements hereinafter set forth:

         14.1. Books of Record and Account; Reserves. The Company will, and will
cause each of its Subsidiaries to, (a) at all times keep proper books of record
and account in which full, true



                                      -29-
<PAGE>

and correct entries shall be made of its transactions in accordance with GAAP
and (b) set aside on its books from its earnings for each fiscal year all such
proper reserves as shall be required in accordance with GAAP in connection with
its business.

         14.2. Payment of Taxes; Existence; Maintenance of Properties;
Compliance with Laws; Lines of Business; Proprietary Rights and Licenses. The
Company will, and will cause each of its Subsidiaries to:

                  (a) pay and discharge promptly as they become due and payable
         all federal and other material taxes, assessments and other
         governmental charges or levies imposed upon it or its income or upon
         any of its property, as well as all claims of any kind (including
         claims for labor, materials and supplies) which, if unpaid, might by
         law become a Lien upon its property and could reasonably be expected to
         result in a Material Adverse Change; provided that no such Person shall
         be required to pay any such tax, assessment, charge, levy or claim if
         the amount, applicability or validity thereof shall currently be
         contested in good faith by appropriate proceedings promptly initiated
         and diligently conducted and if it shall have set aside on its books
         such reserves, if any, with respect thereto as are required by GAAP;
         provided, further, that the Company will, and will cause each of its
         Subsidiaries to, pay any such tax, assessment, charge, levy or claim
         prior to the commencement of any proceeding to foreclose any Lien
         securing the same;

                  (b) do or cause to be done all things necessary to preserve
         and keep in full force and effect its existence provided that nothing
         in this section 14.2(b) shall prohibit the consummation of any
         transaction permitted under sections 14.13, 14.14 or 14.15;

                  (c) maintain and keep its material properties in good repair,
         working order and condition (ordinary wear and tear and casualties
         excepted);

                  (d) comply in all respects with all applicable laws, statutes,
         rules, regulations and orders of, and all applicable restrictions
         imposed by, all governmental authorities in respect of the conduct of
         its business and the ownership of its property (including, without
         limitation, all Environmental Laws), if the failure to do so could
         reasonably be expected to result in a Material Adverse Change; provided
         that no such Person shall be required by reason of this section 14.2(d)
         to comply therewith at any time while it shall be contesting its
         obligation to do so in good faith by appropriate proceedings promptly
         initiated and diligently conducted, and if it shall have set aside on
         its books such reserves, if any, with respect thereto as are required
         by GAAP;

                  (e) engage only in the Business (and lines of business related
         to the Business), and keep substantially all its assets in the United
         States of America and the European Union;

                  (f) own or have a valid license for all material Proprietary
         Rights and Licenses used by it in the conduct of its business; and

                  (g) make all filings necessitated by the transactions
         contemplated by the Operative Documents under all applicable statutes.



                                      -30-
<PAGE>

         14.3. Insurance. In addition to complying with the requirements of the
Security Documents, relating to Insurance, the Company will, and will cause each
of its Subsidiaries to, maintain with financially sound and reputable insurers,
insurance with respect to its properties and businesses against loss or damage
of the kinds customarily insured against by Persons of established reputation
engaged in the same or a similar business and similarly situated, in such
amounts and by such methods (including deductibles, co-insurance and
self-insurance, if adequate reserves are maintained with respect thereto) as
shall be customary for such Persons and reasonably deemed adequate by the
Company or as shall be reasonably requested by the Required Holders of the
Notes.

         14.4. Limitation on Discount or Sale of Receivables. The Company will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
discount or sell any of its accounts receivable, except that any such Person may
sell or settle doubtful accounts or may grant discounts (such as quantity or
prompt payment discounts), in each case, in the ordinary course of business.

         14.5. Limitation on Indebtedness. The Company will not, and will not
permit any of its Subsidiaries to, be liable or create, assume, incur,
guarantee, or in any manner become liable, contingently or otherwise, in respect
of any Indebtedness other than:

                  (a) Indebtedness evidenced by the Notes (and other Operative
         Documents);

                  (b) Indebtedness under the First Lien Credit Agreement (and
         guarantees thereof) (but, except as provided in section 14.5(e), no
         renewal, extension, refinancing or refunding thereof), provided that
         the aggregate outstanding principal amount thereof (including, without
         limitation, all of the same outstanding on the date hereof), including,
         without limitation, the principal component due (contingently or
         otherwise) in respect of reimbursement obligations under letters of
         credit, but excluding amounts due under a Permitted Swap Agreement,
         does not exceed $350,000,000, minus the sum (without duplication of
         amounts) of (i) the aggregate amount of all principal payments made
         thereon from time to time (other than (A) pursuant to a refinancing
         thereof permitted hereunder or (B) under the revolving credit
         facilities established thereunder which may be later reborrowed under
         such facilities assuming conditions to borrowing are satisfied) and
         (ii) the aggregate amount of all net reductions in the principal amount
         of the commitments under such revolving credit facilities;

                  (c) Indebtedness outstanding on the date hereof and referred
         to on Exhibit 5.9 attached hereto (but, in each case, except as
         provided in section 14.5(e), no renewal, extension, refinancing or
         refunding of any thereof);

                  (d) Indebtedness under Capital Leases or consisting of
         purchase money loans, provided that (i) both at the time of and
         immediately after giving effect to the incurrence thereof and the
         retirement of any Indebtedness which is concurrently being retired, no
         Default (other than a Default arising under section 16.1(d)) or Event
         of Default shall have occurred and be continuing, (ii) the aggregate
         outstanding principal amount of Indebtedness under Capital Leases or
         consisting of purchase money loans (including, without limitation, all
         of the same outstanding on the date hereof) (and any Refinancing



                                      -31-
<PAGE>

         Debt therefor) shall at no time exceed $30,000,000 and (iii) the Liens
         securing such Indebtedness do not extend to any property other than
         that being leased or acquired (and any additions, improvements or
         replacements thereto);

                  (e) Indebtedness incurred to extend, refinance, refund or
         renew (the "Refinancing Debt") any other outstanding Indebtedness
         permitted under sections 14.5(b), (c) or (d) (the "Refinanced Debt"),
         provided that:

                           (i) in the case of any extension, refinancing,
                  refunding or renewal of the Indebtedness under the First Lien
                  Credit Agreement, the same constitutes an Approved First Lien
                  Credit Facility, and

                           (ii) in any other case:

                                    (A) the aggregate outstanding principal
                           amount of the Refinancing Debt shall not at any time
                           exceed that of the Refinanced Debt immediately prior
                           to such refinancing;

                                    (B) the scheduled final maturity date of the
                           Refinancing Debt is not earlier than that of the
                           Refinanced Debt;

                                    (C) the Weighted Average Life to Maturity of
                           the Refinancing Debt is not less than that of the
                           Refinanced Debt;

                                    (D) the Refinancing Debt has a ranking which
                           is not senior (as a result of any contractual or
                           structural subordination, the grant of any collateral
                           security therefor, any change in the Persons
                           obligated with respect thereto or otherwise) to the
                           ranking of the Refinanced Debt;

                                    (E) the Refinancing Debt bears interest at
                           market rates prevailing at its date of issuance; and

                                    (F) both at the time of and immediately
                           after giving effect to the incurrence of the
                           Refinancing Debt and the retirement of the Refinanced
                           Debt, no Default or Event of Default shall have
                           occurred and be continuing;

                  (f) [Intentionally Omitted.]

                  (g) Indebtedness owing to the Company or to any Wholly-Owned
         Subsidiary of the Company, provided the same is (i) permitted under
         section 14.11 and (ii) evidenced by an intercompany note (satisfactory
         in form and substance to the Required Holders of the Notes) pledged to
         secure the Secured Obligations pursuant to the Security Documents;

                  (h) Indebtedness owing to any outside director, member of
         management or employee (other than any such individual who is otherwise
         affiliated with Onex, Hidden Creek or any of their Affiliates) in
         connection with a purchase of Shares of the Company



                                      -32-
<PAGE>

         permitted under section 14.6(a)(ii), provided that all such
         Indebtedness is subordinated to the Notes on terms satisfactory in form
         and substance to the Required Holders of the Notes;

                  (i) Current debt resulting from the endorsement of negotiable
         instruments in the ordinary course of business;

                  (j) Indebtedness in respect of Derivative Transactions for
         hedging purposes only and not for speculative purposes, including,
         without limitation, the Permitted Swap Agreement;

                  (k) Indebtedness owing to any insurance company in connection
         with financing of any insurance premium, provided that (i) the
         aggregate outstanding amount of such Indebtedness (including, without
         limitation, all of the same outstanding on the date hereof) shall at no
         time exceed $1,000,000 and (ii) the Liens securing such Indebtedness
         are permitted under section 14.9(a)(v);

                  (l) Indebtedness of Foreign Subsidiaries under working capital
         facilities, provided that (i) the aggregate outstanding amount of such
         Indebtedness (including, without limitation, all of the same
         outstanding on the date hereof) shall not exceed $30,000,000 at any
         time and (ii) the Liens securing such Indebtedness are permitted under
         section 14.9(a)(vi).

         For purposes of this section 14.5, any Person becoming a Subsidiary of
the Company after the date hereof shall be deemed, at the time it becomes a
Subsidiary, to have incurred all of its then outstanding Indebtedness. In no
event shall the Company or any of its Subsidiaries have outstanding any
Indebtedness that is senior in right of payment to the Notes but junior to the
Indebtedness (or any portion thereof) under the First Lien Credit Agreement.

         14.6. Limitations on Restricted Payments.

                  (a) The Company will not, and will not permit any of its
         Subsidiaries to, directly or indirectly, make or commit to make any
         Restricted Payment, provided that:

                           (i) the Company may pay fees to and reimburse
                  reasonable out-of-pocket expenses of members of the board of
                  directors of the Company, so long as the aggregate amount paid
                  pursuant to this section 14.6(a)(i) shall not exceed $250,000
                  during any period of 12 consecutive months;

                           (ii) if, both at the time of and after giving effect
                  thereto, no Default or Event of Default shall have occurred
                  and be continuing, the Company may purchase Shares of the
                  Company owned by any outside director or employee of the
                  Company or any of its Subsidiaries upon termination of such
                  outside director's directorship or such employee's employment,
                  so long as (A) such employees and/or outside directors are not
                  otherwise affiliated with Onex or any of its Affiliates and
                  (B) the aggregate amount paid and payable pursuant to this
                  section 14.6(a)(ii) (including payments on promissory notes
                  issued in connection with any such purchase) shall not exceed
                  $1,500,000 during any fiscal year and



                                      -33-
<PAGE>

                  $4,000,000 during the term of the Notes, plus (without
                  duplication of amount) cash proceeds received by the Company
                  as a result of resales of such Shares in excess of the amount
                  paid upon purchase of such Shares by the Company;

                           (iii) regularly scheduled payments of interest (but
                  no prepayments) in respect of the Senior Subordinated Notes in
                  accordance with the subordination provisions applicable
                  thereto as in effect on the Closing Date; and

                           (iv) the Company may (A) pay management fees to
                  Hidden Creek and its Affiliates pursuant to the Hidden Creek
                  Management Agreement, so long as (1) the aggregate amount paid
                  pursuant to this section 14.6(a)(iv) shall not exceed
                  $1,000,000 during any period of 12 consecutive months, (2)
                  such management fees are paid in 12 substantially equal
                  monthly installments and (3) both at the time of and after
                  giving effect thereto, no Default or Event of Default shall
                  have occurred and be continuing, (B) reimburse reasonable
                  out-of pocket expenses paid by Hidden Creek and its Affiliates
                  to non-affiliated third parties and (C) on (or within 10
                  Business Days after) the Closing Date pay a transaction fee of
                  not more than $1,000,000 in the aggregate to Hidden Creek or
                  its Affiliates.

                  (b) Except for the Operative Documents, the documents for any
         Approved First Lien Credit Facility, the Senior Subordinated Note
         Documents or its Organizational Documents (in each case as in effect on
         the Closing Date or as the same may be amended, modified or
         supplemented in accordance with the terms hereof), the Company will
         not, and will not permit any of its Subsidiaries to (i) be or become
         bound by or subject to (or permit any of its assets to be or become
         bound by or subject to) any Organizational Document provision or any
         other agreement, document or instrument (including, without limitation,
         as a result of any amendment, modification or waiver of any term of any
         agreement, document or instrument evidencing, securing or relating to
         any Indebtedness of the Company or any of its Subsidiaries) or (ii)
         engage in any transaction or arrangement, if the effect thereof is to
         (or could reasonably be expected to):

                                    (A) limit the amount of, or impose any
                           restriction on the declaration, payment or setting
                           aside of funds for the making of, any dividend or
                           other distribution in respect of Shares by any
                           Subsidiary of the Company which is payable to the
                           Company or to another Subsidiary of the Company;

                                    (B) limit the amount of, or impose any
                           restriction on the payment of, or setting aside of
                           funds for the making of any payments in respect of
                           any Indebtedness or other obligation which is owed by
                           any Subsidiary of the Company to the Company;

                                    (C) limit the amount of, or impose any
                           restriction on the making of, any Investment by any
                           Subsidiary of the Company in or to the Company or
                           another Subsidiary of the Company; or



                                      -34-
<PAGE>

                                    (D) limit its ability or right to create,
                           assume, incur or suffer to exist any Lien securing
                           the Notes in respect of any of its properties or
                           assets, provided that nothing in this clause (D)
                           shall prohibit any agreement relating to secured
                           Indebtedness permitted under section 14.5 (c) or (d)
                           (or any refinancing thereof permitted under section
                           14.5(e)) from prohibiting all other Liens from
                           attaching to the collateral for such Indebtedness.

         14.7. Certain Financial Covenants.

                  (a) Interest Coverage Ratio. The Company shall not permit the
         Interest Coverage Ratio for any period of four consecutive calendar
         quarters ending during any period set forth below to be less than the
         ratio set forth opposite such period below:

<TABLE>
<CAPTION>
                                  Period                                              Ratio
                                  ------                                              -----
<S>                                                                               <C>
       October 1, 2002 through December 31, 2002                                  1.66 to 1.00
       January 1, 2003 through June 30, 2003                                      1.52 to 1.00
       July 1, 2003 through September 30, 2003                                    1.43 to 1.00
       October 1, 2003 through September 30, 2004                                 1.33 to 1.00
       October 1, 2004 through March 31, 2005                                     1.43 to 1.00
       April 1, 2005 through June 30, 2005                                        1.52 to 1.00
       July 1, 2005 through September 30, 2005                                    1.57 to 1.00
       October 1, 2005 and thereafter                                             1.66 to 1.00
</TABLE>

                  (b) Leverage Ratio. The Company shall not permit the Leverage
         Ratio at the last day of any fiscal quarter occurring during any period
         set forth below to be greater than the ratio set forth opposite such
         period below:

<TABLE>
<CAPTION>
                              Fiscal Quarter                                          Ratio
                              --------------                                          -----
<S>                                                                               <C>
       October 1, 2002 through December 31, 2002                                  6.30 to 1.00
       January 1, 2003 through June 30, 2004                                      7.09 to 1.00
       July 1, 2004 through September 30, 2004                                    6.83 to 1.00
       October 1, 2004 through March 31, 2005                                     6.56 to 1.00
       April 1, 2005 through June 30, 2005                                        6.30 to 1.00
       July 1, 2005 through September 30, 2005                                    6.04 to 1.00
       October 1, 2005 and thereafter                                             5.51 to 1.00
</TABLE>

                  (c) Senior Debt Ratio. The Company shall not permit the Senior
         Debt Ratio at the last day of any fiscal quarter occurring during any
         period set forth below to be greater than ratio set forth opposite such
         period below:

<TABLE>
<CAPTION>
                              Fiscal Quarter                                          Ratio
                              --------------                                          -----
<S>                                                                               <C>
       October 1, 2002 through December 31, 2002                                  2.99 to 1.00
       January 1, 2003 through March 31, 2004                                     3.68 to 1.00
       April 1, 2004 through March 31, 2005                                       3.41 to 1.00
</TABLE>



                                      -35-
<PAGE>

<TABLE>
<S>                                                                               <C>
       April 1, 2005 through June 30, 2005                                        3.15 to 1.00
       July 1, 2005 through September 30, 2005                                    2.89 to 1.00
       October 1, 2005 and thereafter                                             2.73 to 1.00
</TABLE>

         14.8. Limitation on Tax Consolidation. The Company will not, and will
not permit any of its Subsidiaries to, become a party to a consolidated or
combined income tax return with any Person other than the Company and its
Subsidiaries.

         14.9. Limitation on Liens.

                  (a) The Company will not, and will not permit any of its
         Subsidiaries to, create, assume, incur or suffer to exist any Lien in
         respect of any properties or assets of any character of the Company or
         any of its Subsidiaries (whether owned on the date hereof or hereafter
         acquired); provided that there shall be excluded from the operation of
         this section 14.9:

                           (i) Liens arising under any of the Security
                  Documents;

                           (ii) Liens (including, without limitation, Inchoate
                  Liens, but excluding any Lien created by any Environmental Law
                  or by Section 4068 of ERISA), charges and encumbrances which
                  (A) are incurred in the ordinary course of business and which
                  are incidental to the conduct of the business of the Company
                  and its Subsidiaries and the ownership of its and their
                  property, (B) are not incurred in connection with the
                  borrowing of money or the obtaining of advances or credit, (C)
                  do not in the aggregate materially detract from the value of
                  the property of the Company or its Subsidiaries or materially
                  impair the use thereof in the operation of its or their
                  business and (D) do not (and could not reasonably be expected
                  to) materially adversely affect the rights of the holders of
                  the Notes, including, without limitation, but subject to the
                  foregoing provisions of this section 14.9(a)(ii):

                                    (1) deposits to secure the performance of
                           bids, trade contracts (other than for borrowed
                           money), leases, statutory obligations, utilities,
                           surety and appeal bonds, performance bonds and other
                           obligations of a like nature incurred in the ordinary
                           course of business;

                                    (2) easements, rights-of-way, zoning
                           restrictions, minor defects, encroachments,
                           irregularities in title and other similar
                           encumbrances (x) previously or hereinafter incurred
                           in the ordinary course of business which, in the
                           aggregate, are not material in amount and which, in
                           the case of such encumbrances on any of the
                           properties covered by Mortgages, do not in the
                           aggregate materially detract from the value of the
                           property subject thereto or, in the case of such
                           encumbrances on any property, materially interfere
                           with the ordinary conduct of the business of the
                           Company or its Subsidiaries or (y) which are set
                           forth in the "marked-up" commitments for title
                           insurance delivered to the Purchasers on the Closing
                           Date or thereafter;



                                      -36-
<PAGE>

                                    (3) licenses, leases or subleases granted to
                           others not interfering in any material respect in the
                           business of the Company or any of its Subsidiaries;
                           and

                                    (4) Liens arising from precautionary UCC
                           financing statements filings with respect to
                           operating leases or consignment arrangements entered
                           into by the Company or its Subsidiaries in the
                           ordinary course of business;

                           (iii) any Lien securing Indebtedness and other
                  obligations (A) under the First Lien Credit Documents or (B)
                  existing on the date hereof and referred to on Exhibit 5.9
                  attached hereto and, in either case, any Refinancing Debt
                  therefor permitted under section 14.5(e);

                           (iv) any Lien securing Indebtedness permitted under
                  section 14.5(d) and any Refinancing Debt therefor permitted
                  under section 14.4(e);

                           (v) Liens securing Indebtedness permitted under
                  section 14.5(k) provided that such Liens apply only to claims
                  under the insurance policies for which the premiums have been
                  financed with such Indebtedness; and

                           (vi) Liens on inventory and receivables of any
                  Foreign Subsidiary securing Indebtedness permitted under
                  section 14.5(l).

                  (b) Notwithstanding the foregoing, the Company will not permit
         any Shares or securities of any of its Subsidiaries to be subject to
         any Lien, other than (i) Liens securing Indebtedness and other
         obligations under any Approved First Lien Credit Facility and (ii)
         Liens arising under the Security Documents.

         14.10. Limitation on Transactions with Affiliates. The Company will
not, and will not permit any of its Subsidiaries to, engage in any transaction
(including, without limitation, the purchase, sale or exchange of any properties
and assets (including, without limitation, Shares of the Company or any of its
Subsidiaries) or the rendering of any services or the payment of compensation)
with an Affiliate of the Company or of any of its Subsidiaries (other than
transactions (x) among or between Foreign Subsidiaries and (y) among or between
the Company and Wholly-Owned Subsidiaries (other than Foreign Subsidiaries)), on
terms less favorable to the Company or any such Subsidiary in any material
respect than would be obtainable at the time in comparable transactions with a
Person not such an Affiliate (hereafter, "arms length terms"); provided that
nothing contained in this section 14.10 shall prohibit:

                  (a) the payment of any amount permitted to be paid under
         section 14.6,

                  (b) reasonable and customary employment arrangements with
         respect to the procurement of services of directors, officers and
         employees entered into in the ordinary course of business and the
         payment of reasonable compensation and fees pursuant thereto,



                                      -37-
<PAGE>

                  (c) the adoption by the board of directors of the Company of a
         stock option plan for the issuance of Common Stock, including any
         grants thereunder and the issuance of any Common Stock upon the
         exercise of such options, in each case on reasonable and customary
         terms,

                  (d) reasonable and customary payments with respect to
         directors and officers insurance policies and premiums and indemnity
         agreements (and any payments pursuant thereto), between the Company and
         its Subsidiaries and each individual director and officer of the
         Company and its Subsidiaries,

                  (e) the repurchase of up to 343 shares of Common Stock from
         employees and directors of the Company or any of its Subsidiaries
         (pursuant to subscription agreements entered into in connection
         therewith, existing on the Closing Date and specified on Exhibit 5.5
         hereto); and

                  (f) the acquisition of Securities issued at Closing pursuant
         to this Agreement (and specified on Schedule I hereto) and the purchase
         of Notes after the Closing Date pursuant to and in accordance with
         sections 9.7(b) and 9.7(c);

         provided, further, that:

                           (i) in connection with any transaction (or group of
                  related transactions) between or among the Company and/or any
                  of its Subsidiaries, on the one hand, and any Affiliate of the
                  Company (other than the Company and any Wholly-Owned
                  Subsidiary of the Company), on the other hand, in which the
                  aggregate consideration to be paid in connection therewith is
                  $15,000,000 or more the Company shall, prior to consummating
                  any such transaction, engage an independent investment banker
                  or other qualified professional (reasonably acceptable to the
                  Required Holders of the Notes) and deliver to the holders of
                  the Securities (not less than 3 Business Days prior to
                  consummating any such transaction) a written opinion or report
                  of such Person to the effect that such transaction (or group
                  of related transactions) is being effected on arms length
                  terms; and

                           (ii) prior to effecting any material transfer of
                  properties and assets by the Company and/or any of its
                  Subsidiaries (other than any Foreign Subsidiary), on the one
                  hand, to any one or more Foreign Subsidiaries, on the other
                  hand, the board of directors of the Company (or the audit
                  subcommittee thereof) shall have adopted a written policy
                  governing transfer pricing and related terms applicable to
                  such transactions (and copies of such policy shall have been
                  furnished to the holders of the Securities) and thereafter
                  such transactions shall be effected in accordance with such
                  policy (as the same may be amended, modified or supplemented
                  from time to time by the board (or such audit committee), so
                  long as copies of such amendments, modifications and
                  supplements are furnished to the holders of the Securities
                  promptly following their adoption).



                                      -38-
<PAGE>

         14.11. Limitation on Investments. The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, make or commit to
make any Investments (including, without limitation, any transfer of properties
and assets to any Foreign Subsidiary and any acquisition of any other Person or
line of business) other than Permitted Investments.

         14.12. Limitation on Issuance of Shares of Subsidiaries. The Company
will not permit any of its Subsidiaries to (a) issue, sell or otherwise dispose
of any Shares (or any securities convertible into or exercisable or exchangeable
for Shares) of such Subsidiary except to the Company or to a Wholly-Owned
Subsidiary of the Company (other than any Foreign Subsidiary), directors
qualifying shares and pursuant to transactions permitted by sections 14.10 and
14.15 or (b) sell, transfer or otherwise dispose of any Shares (or any
securities convertible into or exercisable or exchangeable for Shares) of any
other Subsidiary of the Company except to the Company or to a Wholly-Owned
Subsidiary of the Company (other than any Foreign Subsidiary), directors
qualifying shares and pursuant to transactions permitted by sections 14.10 and
14.15, provided that nothing in this section 14.12 shall prohibit the issue,
sale, transfer or other disposition of Shares (or any securities convertible
into or exercisable or exchangeable for Shares) of any Foreign Subsidiary to any
other Foreign Subsidiary. The Company will not, in any event, permit any
Subsidiary of the Company to have outstanding any Preferred Shares, except for
such shares that are issued and outstanding as of the Closing Date as specified
on Exhibit 5.5 attached hereto.

         14.13. Limitation on Subsidiary's Consolidation, Merger or Disposition
of Property.

                  (a) The Company will not permit any of its Subsidiaries to
         consolidate with or merge into any other Person other than the Company
         or a Wholly-Owned Subsidiary of the Company which has guaranteed the
         Notes and is a party to all applicable Security Documents and all of
         whose properties and assets are subject to valid and enforceable
         perfected Liens in favor of the holders of the Notes (subject only to
         Inchoate Liens and the other Liens permitted under section 14.9),
         except that a Foreign Subsidiary may consolidate with or merge into any
         other Foreign Subsidiary.

                  (b) The Company will not permit any of its Subsidiaries to
         sell, lease or otherwise dispose of its properties as an entirety or
         substantially as an entirety, in one transaction or a series of
         transactions (except to the Company or to a Wholly-Owned Subsidiary
         which has guaranteed the Notes and is a party to all applicable
         Security Documents and all of whose properties and assets are subject
         to valid and enforceable perfected Liens in favor of the holders of the
         Notes (subject only to Inchoate Liens and the other Liens permitted
         under section 14.9)), unless such disposition shall be made in
         compliance with section 14.15, except that a Foreign Subsidiary may
         sell, lease or otherwise dispose of its properties to any other Foreign
         Subsidiary.

         14.14. Limitation on the Company's Consolidation or Merger. The Company
will not consolidate or merge with any other Person (other than a merger of a
Subsidiary with and into the Company) or transfer all or substantially all of
its property in a single transaction or series of transactions to any Person.



                                      -39-
<PAGE>

         14.15. Additional Limitation on Disposition of Property. The Company
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, sell, lease or otherwise dispose of any of their respective
properties and assets (or any right, title or interest therein), whether real,
personal or mixed, tangible or intangible, including, without limitation, any
Shares, securities or Indebtedness of any Subsidiary of the Company, except for:

                  (a) sales of inventory in the ordinary course of business;

                  (b) dispositions by the Company or any of its Subsidiaries of
         tangible personal property and assets that have resulted from
         condemnation or have suffered casualties if the proceeds thereof
         (including insurance proceeds) are reinvested by the Company or such
         Subsidiary in properties and assets of substantially similar value and
         utility or other (non-cash) productive assets and/or applied to the
         payment of the Notes, in each case within 360 days following the
         receipt of such proceeds;

                  (c) transfers of properties and assets (i) from any Subsidiary
         of the Company to the Company or any Wholly-Owned Subsidiary of the
         Company (other than a Foreign Subsidiary) or (ii) from any Foreign
         Subsidiary to any other Foreign Subsidiary;

                  (d) sale of obsolete, negligible, surplus or worn out property
         disposed of in the ordinary course of business or property that is no
         longer used or useful in the conduct of the Company's business disposed
         of in the ordinary course of business;

                  (e) licenses or sublicenses of Proprietary Rights and general
         intangibles and licenses, leases or subleases of other property in the
         ordinary course of business and which do not materially interfere with
         the business of the Company and its Subsidiaries;

                  (f) any immaterial consignment arrangements or similar
         arrangements for the sale of assets in the ordinary course of business;

                  (g) the sale or settlement of accounts in accordance with
         section 14.4; and

                  (h) other sales of properties and assets if, in the case of
         this clause (h), on the date of such sale and after giving effect
         thereto:

                           (i) no Default or Event of Default shall have
                  occurred and be continuing;

                           (ii) in the case of any sale of properties and assets
                  for $1,000,000 or more, the board of directors of the Company
                  shall have reasonably determined in good faith, as evidenced
                  by written resolutions thereof promptly delivered to the
                  holders of the Notes, that (A) the sale of such properties and
                  assets is in the best interests of the Company and its
                  Subsidiaries and is not disadvantageous in any material
                  respect to the holders of the Notes and (B) such properties
                  and assets are being disposed of for fair and adequate cash
                  consideration on fair and adequate terms and the Company shall
                  have furnished to each holder of Notes requesting the same
                  copies of all agreements, documents and instruments related to
                  such



                                      -40-
<PAGE>

                  sale, including, without limitation, any analysis of the value
                  of such properties and assets;

                           (iii) the aggregate gross proceeds of all properties
                  and assets sold pursuant to this clause (h) during the term of
                  the Notes is not more than $75,000,000;

                           (iv) at least 85% of the gross proceeds from
                  properties and assets sold pursuant to this clause (h) is cash
                  or cash equivalents; and

                           (v) the net proceeds of such sales (net of reasonable
                  and customary expenses) in excess of $25,000,000 in the
                  aggregate are promptly applied to (A) the repayment (and
                  permanent reduction) of Indebtedness under the First Lien
                  Credit Agreement (or any refinancing thereof permitted
                  hereunder) or (B) the prepayment of the Notes in accordance
                  with the terms hereof.

         14.16. Limitation on Leasebacks. The Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly, sell or otherwise
dispose of any of its property if, as part of the same transaction or series of
related transactions, any such Person shall then or thereafter rent or lease as
lessee, or similarly acquire the right to possession or use of, such property
(or a major portion thereof), or other property which it intends to use for
substantially the same purpose or purposes, under any lease, agreement or other
arrangement which obligates any such Person to pay rent as lessee or make any
other payments for such possession or use, provided that nothing in this section
14.16 shall prohibit any sale or leaseback resulting from the incurrence of any
lease in respect of any capital assets entered into within 180 days of the
acquisition of such capital asset for the purpose of providing permanent
financing of such capital asset.

         14.17. Modification of Certain Documents, Agreements and Instruments,
Fiscal Year. The Company will not, and will not permit any of its Subsidiaries
to:

                  (a) authorize, establish or create or have outstanding any
         Redeemable Shares (other than (i) any such shares outstanding on the
         Closing Date and specified on Exhibit 5.5 attached hereto and (ii) any
         Warrant Shares issued upon the exercise of the Warrants);

                  (b) have a fiscal year which ends on any date other than
         December 31; or

                  (c) amend, modify, supplement or waive any term, condition or
         provision of (i) its Organizational Documents, the Investor
         Stockholders Agreement, the Management Stockholders Agreement or any of
         the other agreements, documents or instruments relating to the
         Indebtedness (or any Refinancing Debt thereof permitted hereunder)
         (other than the First Lien Credit Documents or the documents for any
         Refinancing Debt thereof permitted hereunder), and other matters set
         forth on Exhibit 5.9 attached hereto, if, in any such case, the effect
         thereof is, or could reasonably be expected to be, adverse to the
         interests of any holder of any of the Notes, or (ii) any of the First
         Lien Credit Documents, or the documents for any Refinancing Debt
         thereof permitted hereunder, if after giving effect thereto the same
         shall not constitute an Approved First Lien Credit Facility.



                                      -41-
<PAGE>

         14.18. Maintenance of Quality Ratings with Customers.

                  (a) The Company shall use its best efforts to regain the Ford
         Motor Co. "Q1" quality rating at the Gateway Facility and at the
         Glasgow Facility (and shall from time to time furnish evidence of the
         same to the holders of the Notes) not later than March 31, 2003,
         provided that if the Company does not regain such ratings at each such
         facility (and does not furnish evidence of the same to the holders of
         the Notes by such date), then the Company shall, at its expense, hire
         an independent quality control consultant (who shall be reasonably
         satisfactory to the Required Holders of the Notes) to assist in its
         efforts to regain such rating at each such facility, and the Company
         shall regain such rating at each such facility (and furnish evidence of
         the same to the holders of the Notes) not later than September 30,
         2003.

                  (b) If, at any time after the Closing Date (or, in the case of
         the Gateway Facility or the Glasgow Facility, at any time after the
         date upon which it has regained such rating as required under section
         14.18(a)), the Company or any of its Subsidiaries loses the Ford Motor
         Co. "Q1" quality rating at any of its facilities, the Company shall
         promptly notify the holders of the Notes of such loss and shall use its
         best efforts to regain such rating (and shall from time to time furnish
         evidence of the same to the holders of the Notes) within 180 days after
         the date on which it lost such rating, provided that, if the Company
         does not regain such rating (and does not furnish evidence of the same
         to the holders of the Notes within such 180 day period), the Company
         shall, at its expense, hire an independent quality control consultant
         (who shall be reasonably satisfactory to the Required Holders of the
         Notes) to assist in its efforts to regain such rating at such facility,
         and the Company shall regain such rating at such facility (and furnish
         evidence of the same to the holders of the Notes) not later than 360
         days after the date on which such facility first lost such rating.

                  (c) The Company shall promptly send to each holder of any
         Notes, upon request by any such holder, copies of all reports, notices
         or material correspondence relating to the Ford Motor Co. "Q1" quality
         ratings at its facilities (or any analogous ratings utilized by other
         customers of the Company and its Subsidiaries), including, without
         limitation, any reports, notices or correspondence given by the Company
         to or received by the Company from Ford Motor Co. and /or any such
         independent quality control consultant.

         14.19. Further Assurances.

                  (a) From time to time hereafter, the Company will execute and
         deliver, or will cause to be executed and delivered, such additional
         agreements, documents and instruments and will take all such other
         actions as any holder or holders of the Notes may reasonably request
         for the purpose of implementing or effectuating the provisions of the
         Operative Documents.

                  (b) Without limiting the generality of the foregoing, in the
         event that the Company at any time or from time to time shall organize
         or acquire (i) any direct or indirect Subsidiary (other than a Foreign
         Subsidiary) or (ii) acquire any real property (or



                                      -42-
<PAGE>

         any material interest therein) that has, in the case of this clause
         (ii), a fair market value of $250,000 or more, then and in each such
         case the Company will (A) promptly (but in any event not later than 20
         days prior to consummating any such transaction) notify each holder of
         the Notes and (B) not later than the date upon which such transaction
         is consummated it will, and, if applicable, cause such Subsidiary to,
         execute and deliver to each holder of any Notes all such Security
         Documents as are necessary and appropriate (with favorable opinions of
         counsel in form and substance reasonably acceptable to the Required
         Holder of the Notes) so that such Subsidiary shall have guaranteed the
         Notes and all such properties and assets are subject to valid and
         enforceable perfected Liens in favor of the holders of the Notes
         (subject only to Inchoate Liens and the other Liens permitted under
         section 14.9).

                  (c) Without limiting the generality of the foregoing, not
         later than January 31, 2003, the Company shall deliver to the holder of
         the Notes (i) opinions with respect to the validity and enforceability
         of the Mortgages executed and delivered at the Closing and as to other
         related matters in form and substance reasonably acceptable to the
         Required Holders of the Notes and (ii) "control agreements" (or
         amendments to those in effect for the First Lien Creditors) in form and
         substance reasonably acceptable to the Required Holders of the Notes
         executed by each financial institution at which the Company or any of
         its Subsidiaries (other than any Foreign Subsidiary) shall maintain any
         deposit or other similar account in which any investment property,
         instruments, documents, chattel paper or money is or will be kept.

15. Definitions.

         15.1. Definitions of Capitalized Terms. The terms defined in this
section 15.1, whenever used in this Agreement, shall, unless the context
otherwise requires, have the following respective meanings:

         "Affiliate" of any Person shall mean any other Person which, directly
or indirectly, through one or more intermediaries, controls or is controlled by
or is under common control with such first-mentioned Person, or any individual,
in the case of a Person who is an individual, who has a relationship by blood,
marriage or adoption to such first-mentioned Person not more remote than first
cousin, and, without limiting the generality of the foregoing, shall include (a)
any Person beneficially owning or holding, directly or indirectly, 5.00% or more
of any class of Voting Interests or other Shares of such first-mentioned Person,
(b) any Person of which such first-mentioned Person owns or holds, directly or
indirectly, 5.00% or more of any class of Voting Interests or other Shares and
(c) any director or officer of such first-mentioned Person; and as applied to
the Company or any of its Subsidiaries or to Onex the term "Affiliate" shall
include any Person which, directly or indirectly, through one or more
intermediaries, is controlled by Onex, including, without limitation, Hidden
Creek; provided that in no event shall any holder of Securities be deemed to be
an Affiliate of the Company or any of its Subsidiaries solely as a result of
holding any Securities. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of Voting Stock or other Shares or by contract or otherwise.



                                      -43-
<PAGE>

         "Applicable Premium" shall have the meaning specified in section 9.1.

         "Approved First Lien Credit Facility" shall mean the First Lien Credit
Agreement as in effect on the Closing Date and any extension, refinancing,
refunding or renewal thereof, all as amended, modified and supplemented from
time to time, provided that, in each such case:

                  (a) the aggregate outstanding principal amount of Indebtedness
         thereunder, including the principal component due (contingently or
         otherwise) in respect of reimbursement obligations under letters of
         credit, but excluding amounts due under a Permitted Swap Agreement,
         shall not exceed the amount permitted under section 14.5(b),

                  (b) the scheduled maturity dates of the Indebtedness
         thereunder are not earlier than those under the First Lien Credit
         Agreement as in effect on the Closing Date nor later than December 30,
         2007,

                  (c) the fees and other similar amounts required to be paid
         thereunder are usual and customary,

                  (d) the current cash pay portion of the per annum interest
         rate(s) margins (or fixed rates, if applicable) applicable to such
         Indebtedness are not more than 300 basis points higher than those under
         the First Lien Credit Agreement as in effect on the Closing Date,

                  (e) the express restrictions on the payment of amounts
         required to be paid by the Company or any of its Subsidiaries pursuant
         to the Operative Documents are not more restrictive than those under
         the First Lien Credit Agreement as in effect on the Closing Date, and

                  (f) the provisions relating to mandatory repayments (as
         opposed to scheduled) of the principal of such Indebtedness are the
         same as those under the First Lien Credit Agreement as in effect on the
         Closing Date, except for provisions permitting, at a time at which no
         event of default exists thereunder, up to $25,000,000 aggregate
         principal amount of mandatory prepayments to be applied to the
         Indebtedness under the revolving credit facility thereunder (without a
         reduction in the commitments under such facilities).

         "Automotive Components" shall mean Automotive Components Investments
Limited, a private limited company organized under the laws of England and
Wales, and any successor thereto.

         "Business" shall have the meaning specified in section 5.4.

         "Business Day" shall mean any day other than a Saturday, Sunday or
other day which shall be in Boston, Massachusetts, or New York, New York, a
legal holiday or a day on which banking institutions therein are authorized by
law to close.

         "Call Notice" and "Call Closing Date" shall have the respective
meanings specified in section 11.3.



                                      -44-
<PAGE>

         "Capital Lease" shall mean any lease or similar arrangement which is of
such a nature that payment obligations of the lessee or obligor thereunder are
required to be capitalized and shown as liabilities upon a balance sheet of such
lessee or obligor prepared in accordance with GAAP or for which the amount of
the asset and liability thereunder as if so capitalized should be disclosed in a
note to such balance sheet.

         "Change of Control" shall mean an event or series of events (occurring
for whatever reason) following which:

                  (a) the Company (i) shall cease to have the right or ability
         by voting power, contract or otherwise (A) to elect all of the
         directors of any of its Subsidiaries or (B) to direct or cause the
         direction of the management and policies of any of its Subsidiaries, or
         (ii) shall, directly or indirectly, own beneficially and control less
         than all of the outstanding Shares of any of its Subsidiaries;

                  (b) Onex (directly or indirectly) shall cease to have the
         right or ability by voting power, contract or otherwise (i) to elect a
         majority of the directors of the Company or (ii) to direct or cause the
         direction of the management and policies of the Company;

                  (c) Onex (i) shall cease to own beneficially (directly or
         indirectly) at least 75% of the Common Stock of the Company
         beneficially owned by it (directly or indirectly) on the Closing Date
         or (ii) shall cease to control directly more than 51% of the
         outstanding Shares of Voting Stock of the Company (or such greater
         percentage as may be necessary to determine any vote among the holders
         of any Voting Stock of the Company) (other than (i) votes with respect
         to amendments to the Certificate of Incorporation affecting only Class
         A Common Stock, Class A-1 Common Stock, Class A-2 Common Stock, Class B
         Common Stock, Class C Common Stock, Class D-1 Common Stock, Class D-2
         Common Stock, Class E Common Stock and Class P Common Stock, each as in
         effect on the Closing Date to the extent required by the Certificate of
         Incorporation as in effect on the Closing Date, and (ii) any matter
         requiring the vote of a class existing on the Closing Date (other than
         Class Q-1 Common Stock and Class Q-2 Common Stock) voting as a separate
         class under Delaware law);

                  (d) any event shall occur which would cause the dissolution,
         liquidation, termination or winding up of Onex;

                  (e) a Change of Control under (and as defined in) the First
         Lien Credit Agreement; or

                  (f) a Change of Control under (and as defined in) the Senior
         Subordinated Note Indenture.

         "Charges" shall have the meaning specified in section 22.

         "Class A Common Stock" shall mean the Class A Common Stock, $0.01 par
value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.



                                      -45-
<PAGE>

         "Class A-1 Common Stock" shall mean the Class A-1 Common Stock, $.01
par value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class A-2 Common Stock" shall mean the Class A-2 Common Stock, $.01
par value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class B Common Stock" shall mean the Class B Common Stock, $.01 par
value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class C Common Stock" shall mean the Class C Common Stock, $.01 par
value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class D-1 Common Stock" shall mean the Class D-1 Common Stock, $.01
par value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class D-2 Common Stock" shall mean the Class D-2 Common Stock, $.01
par value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class E Common Stock" shall mean the Class E Common Stock, $.01 par
value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class P Common Stock" shall mean the Class P Common Stock, $.01 par
value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class Q-1 Common Stock" shall mean the Class Q-1 Common Stock, $.01
par value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Class Q-2 Common Stock" shall mean the Class Q-2 Common Stock, $.01
par value, of the Company as constituted on the Closing Date and any Shares into
which such Shares shall have been changed or any Shares resulting from any
reclassification of such Shares.

         "Closing" and "Closing Date" shall have the respective meanings
specified in section 3.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean all properties and assets (whether real,
personal or mixed, tangible or intangible), now existing or hereafter acquired
or arising, that secure the Notes and/or any other obligations of the Company
and/or any Subsidiaries of the Company under the



                                      -46-
<PAGE>

Operative Documents (or any of them), together with any additions thereto and
replacements and proceeds thereof, all as further described or referred to in
any of the Security Documents.

         "Collateral Agency Agreement" and "Collateral Agent" shall have the
respective meanings specified in section 16.6.

         "Commission" shall mean the Securities and Exchange Commission or any
other federal agency from time to time administering the Securities Act and/or
the Exchange Act.

         "Common Stock" shall mean the Class A Common Stock, the Class A-1
Common Stock, the Class A-2 Common Stock, the Class B Common Stock, the Class C
Common Stock, the Class D-1 Common Stock, the Class D-2 Common Stock, the Class
E Common Stock, the Class P Common Stock, the Class Q-1 Common Stock and the
Class Q-2 Common Stock.

         "Company" shall mean J.L. French Automotive Castings, Inc., a Delaware
corporation, and any successor thereto.

         "Consolidated EBITDA" shall mean, for any period, the EBITDA of the
Company and its Subsidiaries (whether or not ordinarily consolidated in
consolidated financial statements of the Company and its Subsidiaries), all
consolidated in accordance with GAAP, and after giving appropriate effect to
outside minority interests, if any, in Subsidiaries.

         "Consolidated Senior Debt" shall mean, at any date, with respect to the
Company and its Subsidiaries, the aggregate principal amount of Indebtedness
under the First Lien Credit Agreement and under this Agreement.

         "Consolidated Total Debt" shall mean, without duplication, at any date,
with respect to the Company, the aggregate principal amount of (a) Indebtedness
under the First Lien Credit Agreement, (b) Capital Leases, (c) purchase money
Indebtedness (including, without limitation, seller financing), (d) the Senior
Subordinated Notes, and (e) any other Indebtedness for borrowed money of the
Company and its Subsidiaries (including, without limitation, the Indebtedness
under this Agreement) at such date, in each case determined on a consolidated
basis in conformity with GAAP.

         "Default" shall mean any condition or event which constitutes or, after
notice or lapse of time or both, would constitute an Event of Default.

         "Derivative Transactions" shall mean shall mean (a) any rate, basis,
commodity, currency, debt or equity swap, (b) any cap, collar or floor
agreement, (c) any rate, basis, commodity, currency, debt or equity exchange or
forward agreement, (d) any rate, basis, commodity, currency, debt or equity
option, (e) any other similar agreement, (f) any option to enter into any of the
foregoing, (g) any master agreement or other agreement providing for any of the
foregoing and (h) any combination of any of the foregoing. For the purposes of
this Agreement, the amount of the obligation under any Derivative Transaction
shall be the amount determined in respect thereof as of the end of the then most
recently ended fiscal quarter of such Person, based on the assumption that such
Derivative Transaction had terminated at the end of such fiscal quarter, and in
making such determination, if any agreement relating to such Derivative
Transaction provides for the netting of amounts payable by and to such Person



                                      -47-
<PAGE>

thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

         "Disclosure Documents" shall have the meaning specified in section 5.4.

         "EBITDA" of any Person shall mean, for any period, the Net Income of
such Person for such period (a) after restoring thereto amounts deducted for (i)
interest expense, amortization or write-off of debt discount and debt issuance
costs and commission and discounts an other fees and charges associated with
Indebtedness (including customary payments made to obtain Derivative
Transactions), (ii) total income and franchise tax expense (including, without
duplication, foreign withholding taxes and any state single business, unitary or
similar taxes), (iii) depreciation and amortization expense, (iv) amortization
of intangibles (including, without limitation, goodwill and organization costs),
(v) other non-cash charges (including any write-offs of purchased technology and
stock-related compensation expense), (vi) any extraordinary and unusual losses
(including losses on sales of assets other than inventory sold in the ordinary
course of business) other than any loss from any discontinued operation, and
(vii) the cash portion of restructuring charges in an aggregate amount for all
periods not to exceed $7,000,000, and (b) minus, without duplication, (i) any
extraordinary and unusual gains (including sales of assets, other than inventory
sold in the ordinary course of business) other than income from discontinued
operations, and (ii) any non-cash gains included in EBITDA, in each case
determined in accordance with GAAP.

         "Environmental Laws" shall mean any law, statute, rule, regulation or
other governmental standard or requirement relating or pertaining to (a) the
generation, manufacture, management, handling, use, sale, transportation,
treatment, storage, disposal, delivery, discharge, release or emission of any
waste, pollutant or toxic, hazardous or other substance (including, without
limitation, petroleum and petroleum-derived materials), or (b) any other act,
omission or condition affecting or involving pollution or contamination of the
environment.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations and rulings thereunder.

         "ERISA Affiliate" shall mean each trade or business (whether or not
incorporated) that, together with the Company, would be treated as a single
employer under section 4001(b) of ERISA, or that is a member of a group of which
the Company is a member and that is a controlled group within the meaning of
section 4971(e)(2)(B) of the Code.

         "Event of Default" shall have the meaning specified in section 16.1.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.

         "Fair Value" shall mean the fair value of the appropriate security,
property, asset, business or entity as determined by the board of directors of
the Company, provided that if, within 15 days following receipt of the writing
setting forth any such determination of Fair Value by the board of directors of
the Company, (a) the Required Holders of the Warrants (for



                                      -48-
<PAGE>

purposes of any determination of Fair Value pursuant to section 4 of the
Warrants) or (b) the Required Holders of the Warrants and/or Warrant Shares (for
purposes of any determination of Fair Value pursuant to section 11), shall
notify the Company of their disagreement with such determination, then Fair
Value shall be determined by an independent appraiser of recognized national
standing (selected by the Company and reasonably satisfactory to the Required
Holders of the Warrants and/or Warrant Shares). Each determination of Fair Value
shall be made in accordance with generally accepted financial practice (but
without any adjustment on account of any lack of liquidity, lack of control (or
minority discount) and/or restriction on transferability of any securities) and
shall be set forth in writing, and the Company shall, immediately following such
determination, deliver a copy thereof to each holder or holders of the
Securities then outstanding. The determination of any such independent appraiser
so made shall be conclusive and binding on the Company and on all holder or
holders of the applicable class of Securities for purposes of the transaction
giving rise to the need for such determination. The Company shall pay all of the
expenses incurred in connection with any such determination, including, without
limitation, the expenses of the independent appraiser engaged to make such
determination. If the Company shall not have engaged such appraiser within 20
days after the occurrence of the event giving rise to the need therefor, then
such appraiser may be engaged by (a) the Required Holders of the Warrants (for
purposes of any determination of Fair Value pursuant to section 4 of the
Warrants) or (b) the Required Holders of the Warrants and/or Warrants Shares
(for purposes of any determination of Fair Value pursuant to section 11).

         "First Lien Credit Agreement" shall mean the Amended and Restated
Credit Agreement dated as of October 15, 1999 among the Company, Automotive
Components, JL French UK, the several lenders party thereto, Bank of America,
N.A., J.P. Morgan Europe Limited and JPMorgan Chase Bank, as agents, as amended,
modified and supplemented by documents dated November 27, 2000 (First
Amendment), July 15, 2002 (Second Amendment), November 5, 2002 (Waiver),
November 19, 2002 (Third Amendment), November 22, 2002 (Fourth Amendment),
December 20, 2002 (Limited Waiver) and December 27, 2002 (Fifth Amendment) as in
effect on the Closing Date and as thereafter amended, modified and supplemented
from time to time.

         "First Lien Credit Documents" shall mean the First Lien Credit
Agreement, the Permitted Swap Agreement and the other agreements, documents and
instruments related thereto.

         "First Lien Creditors" shall mean the lenders from time to time under
the First Lien Credit Agreement.

         "Foreign Employee Plans" shall have the meaning specified in section
5.13(e).

         "Foreign Subsidiary" shall mean any Subsidiary of the Company that is
formed, incorporated or organized under a jurisdiction other than the United
States or any political subdivision thereof.

         "GAAP" shall mean generally accepted accounting principles as in effect
in the United States from time to time, consistently applied, except that for
the purposes of section 14.7, GAAP shall be determined on the basis of such
principles in effect on the Closing Date and consistent with those used in the
preparation of the financial statements referred to in section 5.6(a).



                                      -49-
<PAGE>

         "Gateway Facility" shall mean the die casting and machining facility
owned by the Company and located at 4243 Gateway Drive, Sheboygan, Wisconsin.

         "Glasgow Facility" shall mean the die casting and machining facility
owned by the Company and located at 20 Prestwick Drive, Glasgow, Kentucky.

         "Guarantee" of any Person shall mean, at any date, any obligation of
such Person at such date guaranteeing, directly or indirectly, any Indebtedness,
liability or other obligation of any other Person in any manner, but in any
event including all endorsements (other than for collection or deposit in the
ordinary course of business), all discounts with recourse and all obligations
incurred through an agreement, contingent or otherwise (a) to purchase the
obligations of any other Person or any security therefor or to advance or supply
funds for the payment or purchase of such obligations, or (b) to purchase, sell
or lease (as lessee or lessor) property, products, materials or supplies or to
purchase or sell transportation or services, primarily for the purpose of
enabling the obligor to make payment of such obligations or to assure the owner
of such obligations against loss, regardless of the delivery or non-delivery of
the property, products, materials or supplies or the furnishing or nonfurnishing
of the transportation or services, or (c) to provide funds for the payment of,
or obligating such Person to make, any loan, advance, capital contribution or
other investment in the obligor for the purpose of assuring a minimum equity,
asset base, working capital or other balance sheet condition for any date or to
provide funds for the payment of any obligation, dividend or stock liquidation
payment, or otherwise to supply funds to or in any manner invest in the obligor.
The amount of any Guarantee shall be equal to the amount of all Indebtedness,
liabilities and other obligations directly or indirectly guaranteed thereby.

         "Hancock Investors" shall mean, collectively, John Hancock Life
Insurance Company, Investors Partner Life Insurance Company, John Hancock
Variable Life Insurance Company, John Hancock Life Insurance Company of Vermont,
Hancock Mezzanine Partners II, L.P. and Signature 5 L.P., any Affiliates of any
of the foregoing, any other Person for which any of the foregoing is investment
manager or investment advisor, and their respective successors and assigns.

         "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any Environmental Law or any
other applicable law (including, without limitation, asbestos, urea formaldehyde
foam insulation and polychlorinated biphenyls).

         "Hidden Creek" shall mean Hidden Creek Industries, a New York general
partnership.

         "Hidden Creek Management Agreement" shall mean the management agreement
between the Company and Hidden Creek dated as of April 21, 1999.



                                      -50-
<PAGE>

         "Inchoate Liens" shall mean any of the following Liens which by statute
(i.e., through no act or omission of the Company or any of its Subsidiaries) may
have priority over the Liens securing the Notes:

                  (a) Liens for taxes, assessments or other governmental charges
         or levies, if such taxes, assessments or governmental charges are not
         at the time due and payable or which are being contested in good faith;
         and

                  (b) mechanics', carriers', workmen's, repairmen's,
         processors', landlords', warehousemen's, bailees', consignees' and
         other similar statutory Liens on inventory or equipment incurred in the
         ordinary course of business, so long as (i) the obligation secured is
         not overdue for more than 60 days or is being contested in good faith
         and (ii) neither the Company nor any of its Subsidiaries is required
         elsewhere in this Agreement or any other Operative Document to provide
         a bailee waiver or, as applicable, landlord waiver from the applicable
         warehouseman, landlord or bailee in which that warehouseman, landlord
         or bailee waived or subordinated its Lien.

         "Indebtedness" of any Person shall mean, at any date, without
duplication:

                  (a) all indebtedness of such Person for borrowed money or for
         the deferred purchase price of property or services (other than current
         trade liabilities incurred in the ordinary course of business and
         payable in accordance with customary practices and accrued expenses
         incurred in the ordinary course of business) or which is evidenced by a
         note, bond, debenture or similar instrument;

                  (b) all Guarantees of such Person;

                  (c) all indebtedness, liabilities and other obligations
         secured by any Lien on any property owned by such Person, whether or
         not such Person has assumed or become liable for the payment of such
         obligations, provided, that, if such Person is not and shall not be
         liable for the payment of such obligations, directly or indirectly,
         contingently or otherwise, then the amount and obligations described in
         this clause (c) shall be deemed to equal the lesser of (i) the
         aggregate unpaid amount of such obligations, and (ii) the fair market
         value of the property or asset securing the same;

                  (d) all indebtedness, liabilities and other obligations of
         such Person arising under any conditional sale or other title retention
         agreement, whether or not the rights and remedies of the seller or
         lender under such agreement in the event of default are limited to
         repossession or sale of such property;

                  (e) the amount of the obligation required to be recorded by
         the lessee in respect of any Capital Lease under which such Person is
         lessee; and

                  (f) all indebtedness, liabilities and other obligations
         arising in connection with Derivative Transactions, letters of credit,
         bankers acceptances or other credit enhancement facilities.



                                      -51-
<PAGE>

         "Indemnified Costs" and "Indemnitee" shall have the respective meanings
specified in section 21.

         "Intercreditor Agreement" shall have the meaning specified in section
4.3.

         "Interest Coverage Ratio" shall mean, for any period, with respect to
the Company, the ratio of (a) Consolidated EBITDA to (b) consolidated cash
interest expense (including any such cash interest expense under any Capital
Lease and any purchase money Indebtedness permitted under section 14.5(d)) of
the Company and its Subsidiaries (such consolidated cash interest expense to
include commissions, discounts and other fees payable on account of letters of
credit and banker's acceptances but to exclude amortization of debt discount
(including discount of liabilities and reserves established under Accounting
Principles Board Opinion No. 16 as in effect on the date hereof) and costs of
debt issuance)).

         "Investment" of any Person shall mean any investment made by such
Person in any other Person by stock purchase, capital contribution, loan,
advance, acquisition of Indebtedness, Guarantee or otherwise.

         "Investor Stockholders Agreement" shall have the meaning specified in
section 4.3.

         "JL French UK" shall mean JL French UK Limited (f/k/a Morris Ashby
Limited), a private limited company organized under the laws of England and
Wales, and any successor thereto.

         "Leverage Ratio" shall mean, at any date, the ratio of (a) Consolidated
Total Debt to (b) Consolidated EBITDA for the period of four consecutive
quarters most recently ended.

         "Licenses" shall mean certificates of public convenience and necessity,
franchises, licenses and other permits and authorizations from governmental
authorities, including but not limited to all registrations, approvals and
consents required to sell, manufacture, distribute, export, import and market
products granted by any United States or other regulatory body.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, lien (statutory or otherwise), preference, priority,
security interest, chattel mortgage or other charge or encumbrance of any kind,
or any other type of preferential arrangement, including, without limitation,
the lien or retained security title of a conditional vendor and any easement,
right of way or other encumbrance on title to real property and any lease having
substantially the same effect as any of the foregoing.

         "Management Stockholders Agreement" shall have the meaning specified in
section 4.3.

         "Material Adverse Change" shall mean a material adverse change in or
effect upon (a) the condition (financial or otherwise), business, performance,
operations, properties or profits of the Company and its Subsidiaries taken as a
whole, (b) the legality, validity or enforceability of this Agreement, the
Securities or any of the other Operative Documents; (c) the rights and remedies
of any holder of Securities with respect thereto or (d) the ability of the
Company or any of its Subsidiaries to perform their obligations under any of the
Operative Documents and/or to comply with any of the terms thereof applicable to
it.



                                      -52-
<PAGE>

         "Mortgage and Mortgages" shall have the respective meanings specified
in section 1.

         "Multiemployer Plan" shall mean any Plan that is a "multiemployer plan"
as defined in Section 4001(a)(3) of ERISA.

         "Net Income" of any Person shall mean, for any period, the net income
(or net loss) of such Person for such period, determined in accordance with
GAAP.

         "Notes" shall have the meaning specified in section 1.

         "Officer's Certificate" shall mean a certificate signed on behalf of
the Company by the Chairman, the President, the Chief Financial Officer or one
of the Vice Presidents of the Company.

         "Onex" shall mean Onex Corporation, an Ontario corporation.

         "Operative Documents" shall mean this Agreement, the Securities, the
Security Holders' Agreement, the Registration Rights Agreement, the Security
Documents, the Collateral Agency Agreement, the Intercreditor Agreement and each
of the other agreements, documents and instruments executed in connection
herewith and therewith, each as it may from time to time be amended, modified or
supplemented.

         "Organizational Documents" of any Person shall mean such Person's
charter and by-laws, partnership agreement, operating agreement, limited
liability company agreement, members agreement, trust agreement, as applicable,
and/or any other similar agreement, document or instrument.

         "Other Purchasers" shall have the meaning specified in section 1.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA or any successor thereto.

         "Permitted Investment" shall mean any of the following Investments:

                  (a) Investments, if any, existing on the date hereof and
         referred to in Exhibit 5.9 attached hereto;

                  (b) Investments by the Company or by any of its Subsidiaries
         in any Wholly-Owned Subsidiary of the Company (other than any Foreign
         Subsidiary) made after the date hereof by stock purchase, capital
         contribution, loan or advance, provided that (i) both at the time of
         and immediately after giving effect to any such Investment, no Default
         or Event of Default shall have occurred and be continuing, (ii) all
         such Investments are made only in Solvent entities and (iii) such
         Investment is not made in connection with the acquisition of any other
         Person or line of business (all of which Investments are subject to the
         provision of clause (m) below);

                  (c) Investments by the Company or by any of its Subsidiaries
         in Foreign Subsidiaries made after the date hereof by stock purchase,
         capital contribution, loan or



                                      -53-
<PAGE>

         advance, provided that (i) both at the time of and immediately after
         giving effect to any such Investment, no Default or Event of Default
         shall have occurred and be continuing, (ii) all such Investments are
         made only in Solvent entities, (iii) the aggregate amount of all such
         Investments shall not exceed $5,000,000 or, if and so long as each of
         the Foreign Subsidiaries has guaranteed the Notes and is a party to all
         applicable Security Documents and all of the properties and assets of
         each Foreign Subsidiary are subject to valid and enforceable perfected
         Liens in favor of the holders of the Notes (subject only to the
         Inchoate Liens and the other Liens permitted under section 14.9),
         $15,000,000.

                  (d) readily marketable obligations (having a maturity not in
         excess of 12 months from the date of acquisition thereof) of, or fully
         and unconditionally guaranteed (as to both principal and interest) by,
         the United States of America or an agency thereof;

                  (e) negotiable certificates of deposit (having a maturity not
         in excess of 12 months from the date of acquisition thereof) evidencing
         direct obligations of any federally insured commercial bank or trust
         company organized and operating in the United States of America having
         capital and surplus and undivided profits of at least $1,000,000,000
         and having the highest or second highest rating available from Moody's
         Investors Service, Inc., Standard & Poor's Corporation or Fitch
         Investors Service;

                  (f) Shares of so-called "money market funds" registered under
         the Investment Company Act of 1940, as amended, organized and operating
         in the United States of America, having total net assets of
         $1,000,000,000 or more and investing primarily in securities of the
         character described in the preceding clauses (d) and (e) of this
         definition;

                  (g) accounts receivable arising from transactions in the
         ordinary course of business; contingent liabilities represented by
         endorsements of negotiable instruments for collection or deposit in the
         ordinary course of business; advances (including advances to
         employees), deposits, down payments and prepayments on account of firm
         purchase orders, in each case made in the ordinary course of business;

                  (h) Investments made in connection with hedging against (as
         opposed to speculating in) fluctuations in interest rates;

                  (g) Investments in existence on the Closing Date and listed on
         Exhibit 5.9(c) attached hereto, and extensions, renewals, modifications
         or restatements or replacements thereof, provided that no such
         extension, renewal, modification or restatement shall (i) increase the
         amount of such Investment or (ii) adversely affect the interests of the
         holders of the Notes;

                  (h) promissory notes and other similar non-cash consideration
         received in the ordinary course of business by the Company and its
         Subsidiaries in connection with dispositions permitted by section
         14.15;

                  (i) Investments (including debt obligations and equity
         interests) received in connection with the bankruptcy or reorganization
         of suppliers and customers and in settlement of delinquent obligations
         of, and other disputes with, customers and suppliers arising in the
         ordinary course of business.

                                      -54-
<PAGE>

                  (j) loans and advances by the Company or its Subsidiaries to
         their respective directors, officers and employees, including, without
         limitation, those used to finance the purchase of Shares of the Company
         or its Subsidiaries, provided that the aggregate outstanding principal
         amount of Investments permitted by this clause (l) shall not exceed
         $200,000 at any time; and

                  (k) Investments made after the date hereof not otherwise
         permitted by the preceding clauses (a) through (l) of this definition
         (including, without limitation, all purchases or other acquisitions of
         any other Person or line of business), provided that both at the time
         of and immediately after giving effect to any such Investment (i) no
         Default or Event of Default shall have occurred and be continuing, and
         (ii) the aggregate amount of Investments made pursuant to this clause
         (m) shall not exceed $3,000,000 at any time, or, if and so long as both
         before and immediately after giving effect to an Investment pursuant to
         this clause (m), the Leverage Ratio (determined on a pro forma basis
         (in a manner satisfactory to the Required Holders of the Notes) as if
         such Investment was consummated on the first day of the four quarter
         period referred to in clause (b) of the definition of Leverage Ratio)
         is less than or equal to 3.50 to 1.00, $6,000,000

         "Permitted Swap Agreement" shall mean the Amendment dated March 30,
2001 to ISDA Master Agreement and Schedule dated March 3, 2000 between the
Company and Bank of America, N.A. or any replacement interest rate swap on
substantially the same terms, provided that (a) such facility is entered into
for purposes of hedging against (not speculating in) fluctuations in interest
rates and (b) the notional amount thereof is not more than $75,000,000.

         "Person" shall mean an individual, a corporation, a limited liability
company, an association, a joint-stock company, a business trust or other
similar organization, a partnership, a joint venture, a trust, an unincorporated
organization or a government or any agency, instrumentality or political
subdivision thereof.

         "Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

         "Preferred Shares", as applied to any Person, shall mean Shares of such
Person which shall be entitled to preference or priority over any other Shares
of such Person in respect of either the payment of dividends or the distribution
of assets upon liquidation.

         "Pro Forma Consolidated Leverage Ratio" shall mean, as of the date of
determination thereof, the ratio of (a) Consolidated Total Debt outstanding on
such date (including all Indebtedness the incurrence of which gives rise to the
need for such determination) to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Company ending on, or most recently ended
prior to, such date of determination, in each case determined on a pro forma
basis to give effect as of the first day of such period to the incurrence of all
Indebtedness giving rise to the need for such determination and the retirement
of any



                                      -55-
<PAGE>

Indebtedness which is concurrently being retired. For purposes hereof, any
interest expense (in the calculation of Consolidated EBITDA) which is payable at
a floating or variable rate shall be determined on the basis of the rate in
effect on the date as of which the Pro Forma Consolidated Leverage Ratio is to
be determined.

         "Proprietary Rights" shall mean any patents, registered and common law
trademarks, service marks, trade names, copyrights, licenses and other similar
rights (including, without limitation, know-how, trade secrets and other
confidential information) and applications for each of the foregoing, if any.

         "Put Closing Date" and "Put Notice" shall have the respective meanings
specified in section 11.2.

         "Put/Call Price" shall have the meaning specified in section 11.1.

         "Put/Call Securities" shall have the meaning specified in section 11.1.

         "Qualified Public Offering" shall mean a public offering of the Common
Stock pursuant to an effective registration statement filed by the Company with
the Commission, in which the aggregate gross proceeds to the Company from such
offering is not less than $50,000,000, so long as (a) the Shares of the Company
are listed and traded on a national securities exchange or market of the United
States, (b) the aggregate market capitalization of the outstanding Common Stock
is not less than $100,000,000 and (c) the aggregate market value of Common Stock
(other than that held by Affiliates of the Company) is not less than
$40,000,000.

         "Redeemable" shall mean, with respect to any Shares of any Person, each
Share of such Person that is (a) redeemable, payable or required to be purchased
or otherwise retired or extinguished, or convertible into Indebtedness of such
Person, (i) at a fixed or determinable date, whether by operation of any sinking
fund or otherwise, (ii) at the option of any Person other than such Person or
(iii) upon the occurrence of a condition not solely within the control of such
Person or (b) convertible into other Redeemable Shares.

         "Refinanced Debt" shall have the meaning specified in section 14.5(e).

         "Refinancing Debt" shall have the meaning specified in section 14.5(e).

         "Registration Rights Agreement" shall have the meaning specified in
section 4.3.

         "Repurchase Event" shall mean, and shall be deemed to have occurred
upon, (a) a Change of Control or (b) any sale, transfer or other disposition of
all of the Shares of the Company or of all or substantially all of the
properties and assets of the Company and its Subsidiaries, in one transaction or
a series of transactions, including as a result of any merger or consolidation
(but excluding any merger or consolidation permitted under section 14.13 or
14.14), provided that the exercise by the lenders (or their agent) under an
Approved First Lien Credit Facility of their remedial rights following
acceleration of the Indebtedness thereunder shall not constitute a "Repurchase
Event".



                                      -56-
<PAGE>

         "Required Holders" as applied to describe the requisite holder or
holders of any class of the Securities, shall mean, at any date, the holder or
holders of 51% or more in interest of such class of Securities at the time
outstanding (excluding all Securities at the time owned by the Company or any
Affiliate of the Company).

         "Restricted Payment" as applied to any Person shall mean:

                  (a) any dividend or other distribution, direct or indirect, on
         account of any Shares of such Person now or hereafter outstanding
         (including, without limitation, Preferred Shares) or any securities
         convertible into or exercisable or exchangeable for such Shares, except
         (i) any such dividend or distribution payable to the Company and/or any
         Wholly-Owned Subsidiary of the Company and (ii) any dividend payable on
         a class of Common Stock solely in shares of such class of Common Stock
         and as a result of which there is no change in the relative ownership
         interest of any holder of Common Stock or any of such holders' rights;

                  (b) any redemption, retirement, purchase or other acquisition,
         direct or indirect, of any Shares of such Person now or hereafter
         outstanding (including, without limitation, Preferred Shares) or any
         securities convertible into or exercisable or exchangeable for such
         Shares, except any such transaction by any Wholly-Owned Subsidiary of
         the Company;

                  (c) any payment of any compensation, management fee or similar
         amount, direct or indirect, to any director of the Company, any of its
         Subsidiaries, [Onex] or any Affiliate of any such Person; and ----

                  (d) any payment, direct or indirect, on account of the Senior
         Subordinated Notes (or any other Senior Subordinated Note Document);

provided that, notwithstanding the foregoing, the term "Restricted Payment"
shall not include any dividend or other distribution paid on, or any redemption,
retirement, purchase or other acquisition of, directly or indirectly, any
Warrants and/or Warrant Shares (so long as each such transaction is offered to
each holder of Warrants and/or Warrant Shares on a pro rata basis and otherwise
on identical terms).

         "Secured Obligations" shall mean the obligations in respect of the
Notes secured by the Security Documents (or any of them).

         "Securities" shall have the meaning specified in section 1.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

         "Security Agreement" and "Security Agreements" shall have the
respective meanings specified in section 1.


                                      -57-
<PAGE>

         "Security Documents" shall mean the Security Agreements, Mortgages and
any and all other agreements, documents and instruments heretofore or hereafter
securing the Notes and/or any other obligations of the Company and/or any
Subsidiaries of the Company under the Operative Documents, as amended, modified
or supplemented from time to time.

         "Security Holders' Agreement" shall have the meaning specified in
section 4.3.

         "Senior Debt Ratio" shall mean, at any date, the ratio of (a)
Consolidated Senior Debt to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarter most recently ended.

         "Senior Subordinated Note Documents" shall mean the Senior Subordinated
Indenture, Senior Subordinated Notes and the other agreements, documents and
instruments related thereto, as amended from time to time, in accordance with
the terms of this Agreement.

         "Senior Subordinated Note Indenture" shall mean the Indenture dated as
of May 28, 1999 entered into by the Company in connection with the issuance of
the Senior Subordinated Notes, as amended from time to time, in accordance with
the terms of this Agreement.

         "Senior Subordinated Notes" shall mean the Company's 11.5% Senior
Subordinated Notes due 2009, together with any securities issued in exchange
therefor or replacement thereof (including as a result of any refinancing
thereof or otherwise), all as amended, modified and supplemented from time to
time.

         "Shares" of any Person shall include any and all shares of capital
stock, partnership interests, limited liability company interests, membership
interests, or other Shares, interests, participations or other equivalents
(however designated and of any class) in the capital of, or other ownership
interests in, such Person.

         "Solvent" as applied to any Person at any date shall mean that on and
as of such date (a) the fair value of the property (on a going concern basis) of
such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets (on a going concern basis) of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person's property would constitute an
unreasonably small capital provided that, as applied to any Person organized
under the laws of England and Wales, the term "Solvent" shall mean that on such
date such Person has the ability to pay its debts as and when they fall due and
could not be deemed to be unable to pay its debts for the purposes of the
Insolvency Act of 1986. The amount of contingent liabilities on and as of any
date shall be computed as the amount that, in the light of all the facts and
circumstances existing on and as of such date, represents the amount that can
reasonably be expected to become an actual or matured liability. For purposes of
this definition, "Person" shall mean, where so required by the context in which
the term "Solvent" appears, such Person and its Subsidiaries taken as a whole.

         "Source" shall have the meaning specified in section 26.



                                      -58-
<PAGE>

         "Subsidiary" of any Person at any date shall mean (a) any other Person
a majority (by number of votes) of the Voting Stock of which is owned by such
first-mentioned Person and/or by one or more other Subsidiaries of such
first-mentioned Person, (b) any Person of which the first-mentioned Person or
any of its other Subsidiaries is a general partner and (c) any other Person with
respect to which such first-mentioned Person and/or any one or more other
Subsidiaries of such first-mentioned Person (i) is entitled to more than 50% of
such Person's profits or losses or more than 50% of such Person's assets on
liquidation or (ii) holds an equity interest in such Person of more than 50%. As
used herein, unless the context clearly required otherwise, the term
"Subsidiary" refers to a Subsidiary of the Company.

         "Total Assets" of any Person shall mean, at any date, the depreciated
book value of all properties and assets of such Person (whether real, personal
or mixed, tangible or intangible) at such date, determined in accordance with
GAAP, but excluding all cash and cash equivalents and all equipment and other
fixed assets held for sale.

         "Voting Stock", when used with reference to any Person, shall mean
Shares (however designated) of such Person having ordinary voting power for the
election of a majority of the members of the board of directors (or other
governing board) of such Person, other than Shares having such power only by
reason of the happening of a contingency.

         "Warrant Shares" shall have the meaning specified in the Warrants.

         "Warrants" shall have the meaning specified in section 1.

         "Weighted Average Life to Maturity" of any Indebtedness or obligation
shall mean, at any date, the number of years obtained by dividing the then
Remaining Dollar-years of such Indebtedness or obligation by the then
outstanding principal amount of such Indebtedness or obligation. For purposes of
this definition, the "Remaining Dollar-years" of any Indebtedness or obligation
shall mean, at any date, the total of the products obtained by multiplying (a)
the amount of each then remaining installment, sinking fund, serial maturity or
other required payment, including payment at final maturity, in respect thereof,
by (b) the number of years (calculated to the nearest one-twelfth) which will
elapse between such date and the making of such payment.

         "Wholly-Owned Subsidiary" of any Person at any date shall mean any
Subsidiary of such Person at such date all of the outstanding Shares of which,
other than directors' qualifying Shares and the like, shall at the time be owned
by such Person and/or by one or more other Wholly-Owned Subsidiaries of such
Person and the accounts of which are consolidated with those of such Person in
accordance with GAAP.

         "Withdrawal Liability" shall have the meaning given such term under
Part 1 of Subtitle E of Title IV of ERISA.

         15.2. Other Definitions. The terms defined in this section 15.2,
whenever used in this Agreement, shall, unless the context otherwise requires,
have the respective meanings hereinafter specified.


                                      -59-
<PAGE>

         "this Agreement" (and similar references to any of the other Operative
Documents) shall mean, and the words "herein" (and "therein"), "hereof" (and
"thereof"), "hereunder" (and "thereunder") and words of similar import shall
refer to, such instruments as they may from time to time be amended, modified or
supplemented.

         "beneficial" ownership of any Shares or other securities by any Person
shall be determined in the manner set forth in Rule 13d-3 of the Commission
under the Exchange Act.

         "board of directors" and "directors", when used with reference to a
non-corporate entity, shall mean the governing body of such entity and the
members thereof having responsibilities most analogous to those of a board of
directors and the directors of a corporation.

         a "class" of Securities shall refer to the Notes, the Warrants or the
Warrant Shares, as the case may be, each of which is a separate class.

         "corporation" shall include an association, joint stock company,
business trust or other similar organization.

         "premium" when used in conjunction with references to principal of and
interest on the Notes, shall mean any amount due upon any payment or prepayment
of any of the Notes, other than principal and interest, and shall include the
Applicable Premium.

         15.3. Accounting Terms and Principles; Laws; Dollars.

                  (a) All accounting terms used herein which are not expressly
         defined in this Agreement shall have the respective meanings given to
         them in accordance with GAAP; all computations made pursuant to this
         Agreement shall be made in accordance with GAAP and all financial
         statements shall be prepared in accordance with GAAP.

                  (b) All references herein to laws, statutes, rules,
         regulations and/or to other governmental restrictions, standards and/or
         requirements shall, unless the context clearly requires otherwise, be
         deemed to refer to those promulgated, issued and/or enforced by any
         domestic or foreign federal, provincial, state, municipal or local
         government, governmental agency, authority, court, instrumentality or
         regulatory body, including, without limitation, those of the United
         States of America or any state thereof or the District of Columbia or
         any other political subdivision thereof.

                  (c) All dollar amounts expressed herein are expressed in U.S.
         dollars.

16. Remedies.

         16.1. Events of Default Defined; Acceleration of Maturity. If any one
or more of the following events ("Events of Default") shall occur (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), that is to say:


                                      -60-
<PAGE>

                  (a) if default shall be made in the due and punctual payment
         of all or any part of the principal of, or premium (if any) on, any
         Note when and as the same shall become due and payable, whether at the
         stated maturity thereof, by notice of or demand for prepayment, or
         otherwise;

                  (b) if default shall be made in the due and punctual payment
         of any interest on any Note or any fee when and as the same shall
         become due and payable and such default shall have continued for a
         period of five Business Days;

                  (c) if default shall be made in the performance or observance
         of any covenant, agreement or condition contained in (i) sections 7(g),
         8(a), 8(b), 9.7, 14.2(b), 14.5 to 14.18, inclusive (ii) sections 5.5,
         5.6, 5.7, 5.8, 5.9, 5.10 or 5.11of the Security Agreements or (iii)
         section 14 of the Mortgages;

                  (d) if default shall be made in the performance or observance
         of any other of the covenants, agreements or conditions contained in
         this Agreement or any of the other Operative Documents and such default
         shall have continued for a period of 30 days after the earlier to occur
         of (i) the Company's obtaining actual knowledge of such default or (ii)
         the Company's receipt of written notice of such default;

                  (e) if the Company or any Subsidiary of the Company shall make
         a general assignment for the benefit of creditors, or shall generally
         not pay its debts as they become due, or shall admit in writing its
         inability to pay its debts as they become due, or shall file a
         voluntary petition in bankruptcy, or shall be adjudicated bankrupt or
         insolvent, or shall file any proposal or notice of intention to make a
         proposal, petition or answer seeking for itself any reorganization,
         arrangement, composition, readjustment, liquidation, dissolution or
         similar relief under any present or future statute, law or regulation,
         or shall file any answer admitting or not contesting the material
         allegations of a petition filed against it in any such proceeding, or
         shall seek or consent to or acquiesce in the appointment of any
         trustee, custodian, receiver, liquidator or fiscal agent for it or for
         all or any substantial part of its properties or shall commit any other
         act of bankruptcy, or shall (or its directors or stockholders shall)
         take any action looking to its dissolution or liquidation;

                  (f) if, within 60 days after the commencement of an action
         against the Company or any Subsidiary of the Company seeking any
         reorganization, arrangement, composition, readjustment, liquidation,
         dissolution or similar relief under any present or future statute, law
         or regulation, such action shall not have been dismissed, discharged or
         fully bonded or all orders or proceedings thereunder affecting the
         operations or the business of the Company or any Subsidiary of the
         Company stayed or fully bonded pending appeal, or if the stay of any
         such order or proceeding shall thereafter be set aside, or if, within
         60 days after the appointment without the consent or acquiescence of
         the Company or any Subsidiary of the Company of any trustee, custodian,
         receiver, liquidator or fiscal agent for the Company or any Subsidiary
         of the Company or for all or any substantial part of their respective
         properties, such appointment shall not have been vacated or fully
         bonded pending appeal;



                                      -61-
<PAGE>

                  (g) if, under the provisions of any law for the relief or aid
         of debtors, any court or governmental agency of competent jurisdiction
         shall assume custody or control of the Company or of any Subsidiary of
         the Company or of all or any substantial part of their respective
         properties and such custody or control shall not be terminated or fully
         bonded pending appeal or stayed within 60 days from the date of
         assumption of such custody or control;

                  (h) if (i) the Company or any Subsidiary of the Company shall
         fail to (A) make any payment due on any Indebtedness (other than the
         Notes) or other obligation (including any in respect of any performance
         bond, bid bond or lease or any Shares upon the exercise by any Person
         of any put or call option or other similar right of redemption or
         repurchase with regard to such Shares), if the aggregate outstanding
         amount thereof (and of any other Indebtedness or other obligation as to
         which the Company or any Subsidiary of the Company is in default)
         exceeds $6,500,000 (or the equivalent thereof, as of any date of
         determination, in any other currency), or (B) perform, observe or
         discharge any covenant, condition or obligation in any agreement,
         document or instrument evidencing, securing or relating to such
         Indebtedness or other obligation, or (ii) any other event or condition
         shall occur or exist, if the effect of any such failure, event or
         condition of the character described in this clause (h) is to cause, or
         permit any other Person to cause, with the giving of notice if
         required, any payment in respect thereof in an aggregate amount of
         $6,500,000 (or the equivalent thereof, as of any date of determination,
         in any other currency) or more to become due and payable;

                  (i) if a final judgment or judgments for the payment of money
         which, together with all other outstanding final judgments for the
         payment of money against the Company and/or any Subsidiary of the
         Company (excluding any judgment or judgments as to which a financially
         sound and reputable insurance company has accepted full liability in
         writing), exceeds an aggregate of $6,500,000 (or the equivalent
         thereof, as of any date of determination, in any other currency) shall
         be rendered against the Company or any Subsidiary of the Company which
         judgments are not, within 60 days after entry thereof, discharged or
         stayed pending appeal, or are not discharged within 60 days after the
         expiration of such stay;

                  (j) if any representation or warranty made by or on behalf of
         the Company or any Subsidiary of the Company in this Agreement or in
         any of the other Operative Documents or in any agreement, document or
         instrument delivered under or pursuant to any provision hereof or
         thereof shall prove to have been false or incorrect in any material
         respect on the date as of which made;

                  (k) if, at any time, this Agreement or any of the other
         Operative Documents shall for any reason (other than the scheduled
         termination thereof in accordance with its terms) expire, fail to be in
         full force and effect or be disaffirmed, repudiated, canceled,
         terminated or declared to be unenforceable, null and void; or

                  (l) if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under section 412 of the Code,



                                      -62-
<PAGE>

         (ii) a notice of intent to terminate any Plan shall have been or is
         reasonably expected to be filed with the PBGC or the PBGC shall have
         instituted proceedings under section 4042 of ERISA to terminate or
         appoint a trustee to administer any Plan or the PBGC shall have
         notified the Company or any ERISA Affiliate that a Plan may become a
         subject of any such proceedings, (iii) the aggregate "accumulated
         benefit obligations" of all Plans subject to Title IV of ERISA, shall
         exceed the current value of the assets of such Plans by $3,000,000 or
         more (or the equivalent thereof, as of any date of determination, in
         any other currency), (iv) the Company or any ERISA Affiliate shall have
         incurred or is reasonably expected to incur any liability pursuant to
         Title I or IV of ERISA or the penalty or excise tax provisions of the
         Code relating to employee benefit plans, (v) the Company or any ERISA
         Affiliate withdraws from any Multiemployer Plan, (vi) the Company or
         any Subsidiary of the Company establishes or amends any employee
         welfare benefit plan that provides post-employment welfare benefits in
         a manner that would increase the liability of the Company or any
         Subsidiary of the Company thereunder or (vii) any event or events of
         substantially the kind described in clauses (i) through (vi) above
         shall occur with respect to any Foreign Employee Plans; and any such
         event or events described in clauses (i) through (vii) above, either
         individually or together with any other such event or events, has
         resulted in, or could reasonably be expected to result in, a Material
         Adverse Change; or

                  (m) if the Company or any Subsidiary of the Company shall
         incur any liability (not paid or fully covered by insurance) under any
         Environmental Law in an amount which could reasonably be expected to
         result in a Material Adverse Change;

then, upon the occurrence and during the continuance of any Event of Default
(other than one of the character described in clauses (e), (f) or (g) of this
section 16.1) and at the option of the holder or holders of 51% or more in
aggregate principal amount of the Notes at the time outstanding (excluding any
Notes at the time owned by the Company or any Affiliate of the Company),
exercised by written notice to the Company, the principal of all Notes shall
forthwith become due and payable, together with interest accrued thereon,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, and the Company shall forthwith upon any such
acceleration pay to the holder or holders of all the Notes then outstanding (i)
the entire principal of and interest accrued on the Notes and (ii) in addition,
to the extent permitted by applicable law, an amount equal to the Applicable
Premium, if any, as liquidated damages and not as a penalty; provided that, in
the case of an Event of Default of the character described in clauses (a) or (b)
of this section 16.1 and irrespective of whether all of the Notes have been
declared due and payable by the holder or holders of 51% or more in aggregate
principal amount of the Notes at the time outstanding, any holder of Notes who
or which has not consented to any waiver with respect to such Event of Default
may, at the option of such holder, by written notice to the Company, declare all
Notes then held by such holder to be, and such Notes shall thereupon become,
forthwith due and payable, together with interest accrued thereon, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, and the Company shall forthwith upon any such
acceleration pay to such holder (i) the entire principal of and interest accrued
on such Notes, and (ii) in addition, to the extent permitted by applicable law,
an amount equal to the Applicable Premium, if any, as liquidated damages and not
as a penalty; provided, further, that, in the case of an Event of Default of the
character described in clauses (e), (f) or (g) of this section 16.1, the
principal of all



                                      -63-
<PAGE>

Notes shall forthwith become due and payable, together with interest accrued
thereon (including any interest accruing after the commencement of any action or
proceeding under the federal bankruptcy laws, as now or hereafter constituted,
or any other applicable domestic or foreign federal or state bankruptcy,
insolvency or other similar law, and any other interest that would have accrued
but for the commencement of such proceeding, whether or not any such interest is
allowed as an enforceable claim in such proceeding), without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived, and the Company shall forthwith upon any such acceleration pay to the
holder or holders of all the Notes then outstanding (i) the entire principal of
and interest accrued on the Notes, and (ii) in addition, to the extent permitted
by applicable law, an amount equal to the Applicable Premium, if any, as
liquidated damages and not as a penalty.

         Notwithstanding the foregoing provisions, at any time after the
occurrence and during the continuance of any Event of Default and of notice
thereof to the Company, if any, by any holder or holders of Notes and before any
judgment, decree or order for payment of the money due has been obtained by or
on behalf of any holder or holders of the Notes, the Required Holders of the
Notes by written notice to the Company, may rescind and annul such Event of
Default and/or notice of such Event of Default and the consequences thereof with
respect to all of the Notes (including any Notes which were accelerated pursuant
to the first proviso in the preceding paragraph by any holder or holders on
account of an Event of Default of the character described in clause (a) or (b)
of this section 16.1) if:

                           (1) the Company has paid a sum sufficient to pay

                           (A) all overdue interest on all Notes;

                           (B) the principal of (and premium, if any, on) any
                  Notes which have become due otherwise than by such Event of
                  Default or notice thereof; and

                           (C) interest on such overdue principal (and premium,
                  if any) and, to the extent that payment of such interest is
                  lawful, interest upon overdue interest, all at the rate for
                  overdue amounts specified in such Notes; and

                           (2) all Defaults and Events of Default, other than
                  the non-payment of amounts which have become due solely by
                  such acceleration, have been cured or waived as provided in
                  section 19.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

         16.2. Suits for Enforcement, etc. In case any one or more of the Events
of Default specified in section 16.1 shall have occurred and be continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under section 16.1, the holder of any Security may proceed to
protect and enforce its rights either by suit in equity or by action at law, or
both. The Company stipulates that the remedies at law of the holder or holders
of the Securities in the event of any default by the Company or any of its
Subsidiaries in the performance of or compliance with any covenant or agreement
in this Agreement or any of the



                                      -64-
<PAGE>

other Operative Documents are not and will not be adequate and that, to the
fullest extent permitted by law, such terms may be specifically enforced by a
decree for the specific performance thereof, whether by an injunction against a
violation thereof or otherwise. Without limiting the generality of the foregoing
(and without derogating from any provision contained in this Agreement or any of
the other Operative Documents), upon the occurrence and during the continuance
of an Event of Default, the Required Holders of the Notes at the time
outstanding shall, as a group, have the right to apply for and have a receiver
appointed for the Company and its Subsidiaries, or any one or more of them, by a
court of competent jurisdiction in any action taken by any such holders to
enforce their respective rights and remedies hereunder and under the other
Operative Documents in order to manage, protect and preserve the assets of the
Company and its Subsidiaries and continue the operation of the business of the
Company and its Subsidiaries, or to sell or dispose of the assets of the Company
and its Subsidiaries, and to collect all revenues and profits thereof and apply
the same to the payment of all expenses and other charges of such receivership,
including the compensation of the receiver, and the Company hereby consents to
such appointment without regard to the presence or absence of any misfeasance or
malfeasance or any other fact or circumstance which otherwise would provide a
defense to such appointment.

         16.3. No Election of Remedies. No remedy conferred in this Agreement or
in any of the other Operative Documents upon the holder of any Security is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or thereunder or now or hereafter existing at law or in equity or by
statute or otherwise.

         16.4. Remedies Not Waived. No course of dealing between the Company and
any of its Subsidiaries, on the one hand, and any holder of any Security, on the
other hand, and no delay by any such holder in exercising any rights hereunder
or under any of the other Operative Documents shall operate as a waiver of any
rights of any such holder.

         16.5. Application of Payments. In case any one or more of the Events of
Default specified in section 16.1 shall have occurred and be continuing, all
amounts to be applied to the prepayment or payment of any Notes (including,
without limitation, the prepayment or payment of any Note with the proceeds of
the Collateral) shall be applied, after the payment of all related costs and
expenses incurred by the holders of the Notes (including, without limitation,
compensation to any and all trustees, liquidators, receivers or similar
officials and reasonable fees, expenses and disbursements of counsel) in such
order of priority as is determined by the Required Holders of the Notes entitled
to such amounts.

         16.6. Collateral Agent. Reference is hereby made to the Collateral
Agency Agreement pursuant to which JPMorgan Chase Bank has been initially
appointed as the Collateral Agent for the holders of the Notes (and the Company
and each of its Subsidiaries hereby consent to the same), and pursuant thereto
the Collateral Agent is authorized to exercise all rights and remedies of the
holders of the Notes involving and/or relating to any Collateral (real, personal
or mixed) on behalf of the holders of the Notes and in their stead, all upon
such terms and conditions as are set forth therein or as otherwise approved by
the Required Holders of the Notes. The Collateral Agent may be, but shall not be
required to be, a holder of the Notes.


                                      -65-
<PAGE>

17. Registration, Transfer and Exchange of Securities.

                  (a) Securities issued hereunder shall be issued in registered
         form. The Company shall keep at its principal executive office (which
         is now located at the address set forth at the beginning of this
         Agreement), registers for the registration and transfer of the
         Securities. The name and address of each holder of the Securities shall
         be registered in such registers. The Company shall give to any
         institutional holder of any Security promptly (but in any event within
         10 days) following request therefor, a complete and correct copy of the
         names and addresses of all registered holders of the Securities and the
         amount and kind of Securities held by each. Whenever any Security or
         Securities shall be surrendered for transfer or exchange, the Company
         at its expense will execute and deliver in exchange therefor a new
         Security or Securities (in such denominations (subject to section
         17(b)) and registered in such name or names as may be reasonably
         requested by the holder of the surrendered Security or Securities), in
         the same aggregate unpaid principal amount (in the case of the Notes
         and, in such case, dated so as not to result in any loss of interest)
         or the same aggregate number of Shares (in the case of the Warrants and
         Warrant Shares), as applicable, as that of the Security or Securities
         so surrendered. The Company may treat the Person in whose name any
         Security is registered as the owner of such Security for all purposes.

                  (b) The Company shall not be obligated to issue to any Person
         any Note in a denomination of less than $2,500,000 unless the aggregate
         principal amount of all Notes held or to be held by such Person and its
         Affiliates is $2,500,000 or more, in which case the Company shall issue
         such number of Notes and in such denominations as such Person shall
         request, or such Person is acquiring all of the Notes held by any other
         Person. The figure "$2,500,000" in each instance it appears in the
         immediately preceding sentence shall be reduced from time to time in
         the same proportion as the aggregate unpaid principal amount of all of
         the Notes is reduced as a result of any prepayment thereof.
         Notwithstanding anything to the contrary contained in this section
         17(b), any holder may transfer all (or any portion) of its Notes to any
         of its Affiliates, and the Company shall issue Notes to such Affiliates
         in such denominations as such holder shall request.

18. Replacement of Securities. Upon receipt by the Company of reasonably
satisfactory evidence of the loss, theft, destruction or mutilation of any
Security and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnity, and (in the case of mutilation) upon surrender of such
Security, the Company at its expense will execute and deliver in lieu of such
Security a new Security of like tenor and, in the case of any new Note, dated so
as not to result in any loss of interest. Your unsecured agreement to indemnify
and/or affidavit and that of any other institutional holder shall constitute
satisfactory indemnity and/or satisfactory evidence of loss, theft or
destruction for the purpose of this section 18.

19. Amendment and Waiver.

                  (a) Any term of this Agreement and, unless explicitly provided
         otherwise therein, of any of the other Operative Documents may, with
         the consent of the Company, be amended, or compliance therewith may be
         waived, in writing only, by the Required Holders of each class of
         Securities entitled to the benefits of such term, provided that



                                      -66-
<PAGE>

         (i) without the consent of the holders of all of the Notes at the time
         outstanding, no such amendment or waiver shall (A) change the amount of
         the principal of or any rate of interest on or premium payable with
         respect to any of the Notes or change the payment terms of any of the
         Notes or subordinate the obligation of the Company (or of any other
         Person primarily or secondarily liable therefor) to pay any amount due
         on the Notes to any other obligation, or (B) change the percentage of
         holders of Notes required to approve any such amendment, effectuate any
         such waiver or accelerate payment of the Notes; (ii) without the
         consent of the holders of all of the Warrants and Warrant Shares at the
         time outstanding, no such amendment or waiver shall (A) modify any of
         the provisions of section 11, or (B) change the percentage of holders
         of the Warrants and Warrant Shares required to approve any such
         amendment or effect any such waiver; (iii) no such amendment or waiver
         shall extend to or affect any obligation not expressly amended or
         waived or impair any right consequent thereon, (iv) no such amendment
         or waiver shall change the provisions of this section 19 without the
         consent of all of the holders of Securities and (v) no such amendment
         or waiver may adversely and disproportionately affect the rights of any
         holder(s) of any Security (as such) relative to the other holders of
         such Securities without the written consent of such first-mentioned
         holder(s). Executed or true and correct copies of any amendment, waiver
         or consent effected pursuant to this section 19 shall be delivered by
         the Company to each holder of Securities forthwith (but in any event
         not later than five days) following the effective date thereof.

                  (b) The Company will not, directly or indirectly, request or
         negotiate for, or offer or pay any remuneration or grant any security
         as an inducement for, any proposed amendment or waiver of any of the
         provisions of this Agreement or any of the other Operative Documents
         unless each holder of the Securities (irrespective of the kind and
         amount of Securities then owned by it) shall be informed thereof by the
         Company and, if such holder is entitled to the benefit of any such
         provision proposed to be amended or waived, shall be afforded the
         opportunity of considering the same, shall be supplied by the Company
         with sufficient information to enable it to make an informed decision
         with respect thereto and shall be offered and paid such remuneration
         and granted such security on the same terms.

                  (c) In determining whether the requisite holders of Securities
         have given any authorization, consent or waiver under this section 19,
         any Securities owned by the Company or any of its Affiliates shall be
         disregarded and deemed not to be outstanding.

                  (d) Any amendment or waiver made pursuant to this section 19
         by a holder that has transferred or has agreed to transfer its
         Securities to the Company or any of its Affiliates and has provided or
         has agreed to provide such amendment or waiver as a condition to such
         transfer shall be void and of no force and effect except solely as to
         such holder, and any amendments effected or waivers granted that would
         not have been or would not be so effected or granted but for such
         amendment or waiver (and the amendments or waivers of all other holders
         that were acquired under the same or similar conditions) shall be void
         and of no force and effect, retroactive to the date such amendment or
         waiver initially took or takes effect, except solely as to such holder.



                                      -67-
<PAGE>

20. Method of Payment of Securities. Irrespective of any provision hereof or of
the other Operative Documents to the contrary, so long as you (or your nominee)
or any other institutional holder shall hold any Security, the Company (and each
other Person primarily or secondarily liable therefor) will make all payments
thereon (in U.S. dollars) to you or such other institutional holder by the
method and at the address for such purpose specified in Schedule I attached
hereto or by such other method or at such other address as you or such
institutional holder may designate in writing, without requiring any
presentation or surrender of such Security, except that if any Security shall be
paid, prepaid and/or repurchased in full, such Security shall be surrendered to
the Company promptly following such payment, prepayment or repurchase and
canceled.

21. Expenses; Indemnity. Whether or not the transactions contemplated by any of
the Operative Documents shall be consummated, the Company will pay or cause to
be paid (or reimbursed, as the case may be) and will defend, indemnify and hold
you (and each other holder of any of the Securities) and each of your (and such
other holder's) directors, officers, employees, agents, advisors and Affiliates
(each, an "Indemnitee") harmless (on an after tax basis) in respect of all
costs, losses, expenses (including, without limitation, the reasonable fees,
costs, expenses and disbursements of counsel) and damages (collectively,
"Indemnified Costs") incurred by or asserted against any Indemnitee in
connection with the negotiation, execution, delivery, performance and/or
enforcement of this Agreement or any of the other Operative Documents
(including, without limitation, so-called work-outs and/or restructurings and
all amendments, waivers and consents hereunder and thereunder, whether or not
effected) and/or the consummation of the transactions contemplated hereby and
thereby with respect to this Agreement or any other Operative Documents or such
transactions or such Indemnitee's relationship to the Company or any of its
Affiliates or any of its properties and assets, including, without limitation,
any and all Indemnified Costs related in any way to the requirements of any
Environmental Laws (as the same may be amended, modified or supplemented from
time to time) or to any environmental investigation, assessment, site
monitoring, containment, clean up, remediation, removal, restoration, reporting
and sampling, whether or not consented to, or requested or approved by, any
Indemnitee, and whether or not such Indemnified Cost is attributable to an event
or condition originating from any properties or assets of the Company or any of
its Subsidiaries or any other properties previously or hereafter owned, leased,
occupied or operated by the Company or any of its Subsidiaries. Notwithstanding
the foregoing, the Company shall not have any obligation to an Indemnitee under
this section 21 with respect to any Indemnified Cost to the extent such
Indemnified Cost arises solely as a result of the gross negligence, willful
misconduct or bad faith of such Indemnitee.

22. Charges; Foreign Currency, etc. Each payment, whether in respect of
principal, interest, premium, fees (including, without limitation, fees under
section 4.5) expenses or otherwise, by the Company and/or any of its
Subsidiaries to any holders of the Securities, under any Operative Document
shall be made under all circumstances without set off, counterclaim or reduction
for and free from and clear of and without deduction for or because of any and
all present or future taxes, levies, imposts, duties, fees, assessments,
charges, deductions, withholding or any other restrictions or conditions of any
nature whatsoever imposed, levied, collected, assessed, deducted or withheld by
or within any jurisdiction (or any governmental authority therein or thereof)
(all of the same being referred to as "Charges"), but excluding any taxes
imposed on the net income of a holder by the jurisdiction under the laws of
which such holder is organized (or is located in



                                      -68-
<PAGE>

the case of an applicable lending office) (all of those Charges not so excluded
being collectively referred to as the "Nonexcluded Charges") and, if any such
payment is or shall be, under applicable law, subject to any such Nonexcluded
Charge, then the Company shall forthwith pay to each holder of any Securities
such additional amounts as may be necessary in order that the net amount of
every payment made to each holder of Securities, after provision for payment of
all such Nonexcluded Charges including Nonexcluded Charges in respect of amounts
payable hereunder, shall be equal to the amount which such holder would have
received had there been no such Nonexcluded Charges. In addition, the Company
will indemnify and hold harmless and reimburse each such holder for the amount
of (a) any Nonexcluded Charges so levied or imposed and paid by such holder as a
result of payments made under or with respect to the Securities (together with
any other Charges imposed with respect to such reimbursement under this section
22) and (b) any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. All payments under the Operative Documents
due to any holder of the Securities shall be paid in lawful money of the United
States of America and any payment which is made in any foreign currency, whether
pursuant to any judgment or order of any court, or otherwise, shall constitute
payment only to the extent of the amount of the lawful money of the United
States of America which may be purchased with such foreign currency on the date
of payment. The Company covenants and agrees that it shall, as a separate and
independent obligation, which shall not be merged in any judgment or order, pay
or cause to be paid the amount payable under the Operative Documents in lawful
money of the United States of America and no payment in any other currency shall
discharge the obligations of the Company except to the extent provided above.
The Company will pay all taxes and fees (including interest and penalties),
including without limitation, all recording and filing fees, issuance and
documentary stamp and similar taxes, which may be payable in respect of the
execution and delivery of this Agreement and each of the other Operative
Documents. If the Company or any Subsidiary of the Company is required by law to
make any deduction for any Nonexcluded Charges with respect to any payment made
hereunder or under any other Operative Document, it shall deduct such amount and
shall pay the amount required to the relevant taxing jurisdiction within the
time required and within 30 days of payment of such Nonexcluded Charges shall
furnish to the holders an original or certified copy of receipt evidencing
payment thereof.

23. Communications. All communications provided for herein and, unless
explicitly provided otherwise therein, in any of the other Operative Documents
shall be in writing and sent (a) by telecopy if the sender on the same day sends
a confirming copy of such communication by a recognized overnight delivery
service (charges prepaid), (b) by a recognized overnight delivery service
(charges prepaid), or (c) by messenger. Any such communication must be sent (i)
if to the Company or to any of its Subsidiaries, to it at:

                           c/o J.L. French Automotive Castings, Inc.
                           3101 South Taylor Drive
                           P.O. Box 1024
                           Sheboygan, Wisconsin  53082-1024
                           Attention:  Mark Burgess
                           Telecopy No.:  (920) 458-4861

                                      -69-
<PAGE>

                           with a copy (which shall not constitute notice) to:

                           Hidden Creek Industries
                           4508 IDS Center
                           Minneapolis, Minnesota  55402
                           Attention:  Scott Rued and Carl E. Nelson
                           Telecopy No.:  (612) 332-2012

                           Kirkland & Ellis
                           200 E. Randolph Drive
                           Chicago, IL 60601
                           Attention:  John A. Schoenfeld
                           Telecopy No.:  (312) 861-2200

or at such other address (or telecopy number) as may be furnished in writing by
the Company to each holder of any Security and (ii) if to you, at your address
for such purpose set forth in Schedule I attached hereto, with a copy (which
shall not constitute notice) to:

                           Choate, Hall & Stewart
                           Exchange Place
                           53 State Street,
                           Boston, Massachusetts  02109
                           Attention: W. Brewster Lee, P.C.
                           Telecopy No.:  (617) 248-4000

and if to any other holder of any Security, at the address of such holder as it
appears on the applicable register maintained pursuant to section 17, or at such
other address as may be furnished in writing by you or by any other holder to
the Company. Communications under this section 23 shall be deemed given only
when actually received.

24. Survival of Agreements, Representations and Warranties, etc. All agreements,
representations and warranties contained herein and in the other Operative
Documents shall be deemed to have been relied upon by you and shall survive the
execution and delivery of this Agreement and each of the other Operative
Documents, the issue, sale and delivery of the Securities and payment therefor
and any disposition of the Securities by you, whether or not any investigation
at any time is made by you or on your behalf. All indemnification or
reimbursement provisions, including, without limitation, those contained in
sections 21 and 22, shall survive the date upon which none of the Securities
shall be outstanding and the termination of this Agreement and each of the other
Operative Documents.

25. Successors and Assigns; Rights of Other Holders. This Agreement and, unless
explicitly provided otherwise therein, each of the other Operative Documents
shall bind and inure to the benefit of and be enforceable by the Company and
you, successors to the Company and your successors and assigns, and, in
addition, shall inure to the benefit of and be enforceable by each holder from
time to time of any Securities who, upon acceptance thereof, shall, without
further action, be entitled to enforce the applicable provisions and enjoy the
applicable benefits hereof and thereof. The Company may not assign any of its
rights or obligations hereunder or under



                                      -70-
<PAGE>

any of the other Operative Documents without the written consent of all of the
holders of the Securities then outstanding.

26. Purchase for Investment; ERISA; Independent Actions.

                  (a) You represent and warrant (i) that you have been furnished
         with all information that you have requested for the purpose of
         evaluating your proposed acquisition of the Securities to be issued to
         you pursuant hereto, (ii) that you will acquire such Securities for
         your own account for investment and not for distribution in any manner
         that would violate applicable securities laws, but without prejudice to
         your rights to dispose of such Securities or a portion thereof to a
         transferee or transferees, in accordance with such laws if at some
         future time you deem it advisable to do so and (iii) that you are an
         "accredited investor" as such term is defined in Regulation D of the
         Commission under the Securities Act. The acquisition of such Securities
         by you at the Closing shall constitute your confirmation of the
         foregoing representations and warranties. You understand that such
         Securities are being sold to you in a transaction which is exempt from
         the registration requirements of the Securities Act, and that, in
         making the representations and warranties contained in section 5.16,
         the Company is relying, to the extent applicable, upon your
         representations and warranties contained herein.

                  (b) You represent that at least one of the following
         statements is an accurate representation as to each source of funds (a
         "Source") to be used by you to pay the purchase price of the Securities
         to be purchased by you hereunder:

                           (i) the Source is an "insurance company general
                  account" as defined in Section V(e) of Prohibited Transaction
                  Exemption ("PTE") 95-60 (issued July 12, 1995) and, except as
                  you have disclosed to the Company in writing pursuant to this
                  section (i), the amount of reserves and liabilities for the
                  general account contract(s) held by or on behalf of any
                  employee benefit plan or group of plans maintained by the same
                  employer or employee organization do not exceed 10% of the
                  total reserves and liabilities of the general account
                  (exclusive of separate account liabilities) plus surplus as
                  set forth in the NAIC Annual Statement filed with the state of
                  domicile of the insurer; or

                           (ii) the Source is a separate account of an insurance
                  company maintained by you in which an employee benefit plan
                  (or its related trust) has an interest, which separate account
                  is maintained solely in connection with your fixed contractual
                  obligations under which the amounts payable, or credited, to
                  such plan and to any participant or beneficiary of such plan
                  (including any annuitant) are not affected in any manner by
                  the investment performance of the separate account; or

                           (iii) the Source is either (A) an insurance company
                  pooled separate account, within the meaning of PTE 90-1
                  (issued January 29, 1990), or (B) a bank collective investment
                  fund, within the meaning of the PTE 91-38 (issued July 12,
                  1991) and, except as you have disclosed to the Company in
                  writing pursuant to



                                      -71-
<PAGE>

                  this section (iii), no employee benefit plan or group of plans
                  maintained by the same employer or employee organization
                  beneficially owns more than 10% of all assets allocated to
                  such pooled separate account or collective investment fund; or

                           (iv) the Source constitutes assets of an "investment
                  fund" (within the meaning of Part V of the QPAM Exemption)
                  managed by a "qualified professional asset manager" or "QPAM"
                  (within the meaning of Part V of the QPAM Exemption), no
                  employee benefit plan's assets that are included in such
                  investment fund, when combined with the assets of all other
                  employee benefit plans established or maintained by the same
                  employer or by an affiliate (within the meaning of Section
                  V(c)(1) of the QPAM Exemption) of such employer or by the same
                  employee organization and managed by such QPAM, exceed 20% of
                  the total client assets managed by such QPAM, the conditions
                  of Part I(c) and (g) of the QPAM Exemption are satisfied,
                  neither the QPAM nor a person controlling or controlled by the
                  QPAM (applying the definition of "control" in Section V(e) of
                  the QPAM Exemption) owns a 5% or more interest in the Company
                  and (A) the identity of such QPAM and (B) the names of all
                  employee benefit plans whose assets are included in such
                  investment fund have been disclosed to the Company in writing
                  pursuant to this section (iv); or

                           (v) the Source is a governmental plan; or

                           (vi) the Source is one or more employee benefit
                  plans, or a separate account or trust fund comprised of one or
                  more employee benefit plans, each of which has been identified
                  to the Company in writing pursuant to this section (vi); or

                           (vii) the Source does not include assets of any
                  employee benefit plan, other than a plan exempt from the
                  coverage of ERISA.

         As used in this section 26(b), the terms "employee benefit plan",
         "governmental plan", "party in interest" and "separate account" shall
         have the respective meanings assigned to such terms in Section 3 of
         ERISA, and the term "QPAM Exemption" means PTE 84-14 (issued March 13,
         1984).

                  (c) Each holder of Securities, by its acceptance thereof,
         agrees that (i) it has, independently and without reliance upon any
         other holder, and based on such documents and information as it has
         deemed appropriate made its own appraisal of and investigation into the
         business, operations, property, financial and other condition and
         creditworthiness of the Company and its Subsidiaries, (ii) it will,
         independently and without reliance upon any other holder, and based on
         such documents and information as it shall deem appropriate at the
         time, continue to make its own credit analysis, appraisals and
         decisions in taking or not taking action under this Agreement or any
         other Operative Document, and make such investigation as it deems
         necessary to inform itself as to the business, operations, property,
         financial and other conditions and creditworthiness of the Company and
         its Subsidiaries and (iii) no other holder shall have any duty or
         responsibility to provide such holder with any credit or other
         information concerning the business,



                                      -72-
<PAGE>

         operations, property, financial and other condition or creditworthiness
         of the Company or any of its Subsidiaries which may come into its
         possession or the possession of any of its officers, directors,
         employees, agents or attorneys-in-fact.

                  (d) The rights and obligations of the holders of Securities
         under the Operative Documents are several, not joint, and no holder
         shall be liable for any act or omission of any other holder.

27. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and,
unless explicitly provided otherwise therein, each of the other Operative
Documents, including the validity hereof and thereof and the rights and
obligations of the parties hereunder and thereunder, and all amendments and
supplements hereof and thereof and all waivers and consents hereunder and
thereunder, shall be construed in accordance with and governed by the domestic
substantive laws of The Commonwealth of Massachusetts without giving effect to
any choice of law or conflicts of law provision or rule that would cause the
application of the domestic substantive laws of any other jurisdiction. The
Company, to the extent that it may lawfully do so, hereby consents to service of
process, and to be sued, in The Commonwealth of Massachusetts and consents to
the jurisdiction of the courts of The Commonwealth of Massachusetts and the
United States District Court for the District of Massachusetts, as well as to
the jurisdiction of all courts to which an appeal may be taken from such courts,
for the purpose of any suit, action or other proceeding arising out of any of
its obligations hereunder or thereunder or with respect to the transactions
contemplated hereby or thereby, and expressly waives any and all objections it
may have as to venue in any such courts. The Company further agrees that a
summons and complaint commencing an action or proceeding in any of such courts
shall be properly served and shall confer personal jurisdiction if served
personally or by certified mail to it at its address referred to in section 23
or as otherwise provided under the laws of The Commonwealth of Massachusetts.
Notwithstanding the foregoing, the Company agrees that nothing contained in this
section 27 shall preclude the institution of any such suit, action or other
proceeding in any jurisdiction other than The Commonwealth of Massachusetts.
EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT,
ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

28. Miscellaneous. The headings in this Agreement and in each of the other
Operative Documents are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof or thereof. This Agreement (together with
the other Operative Documents) embodies the entire agreement and understanding
among you and the Company and supersedes all prior agreements and understandings
relating to the subject matter hereof. Each covenant contained herein and in
each of the other Operative Documents shall be construed (absent an express
provision to the contrary) as being independent of each other covenant contained
herein and therein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant. If any provision in this Agreement or in any of the other
Operative Documents refers to any action taken or to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable,
whether such action is taken directly or indirectly by such Person. In case any
provision in this Agreement or any of the other Operative Documents shall be
invalid, illegal or



                                      -73-
<PAGE>

unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. This Agreement
and, unless explicitly provided otherwise therein, each of the other Operative
Documents, may be executed in any number of counterparts and by the parties
hereto or thereto, as the case may be, on separate counterparts but all such
counterparts shall together constitute but one and the same instrument.

29. Intercreditor Agreement. Each holder of Notes, by its acceptance thereof,
agrees to the terms of the Intercreditor Agreement and, as further provided
therein, upon request by the First Lien Agent (as defined therein) will execute
and deliver a joinder to the Intercreditor Agreement.

            [The remainder of this page is intentionally left blank.]



                                      -74-
<PAGE>

         If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterparts of this Agreement, whereupon it shall
become a binding agreement under seal among you and the Company. Please then
return one of such counterparts to the Company.

                                       Very truly yours,

                                       J.L. FRENCH AUTOMOTIVE CASTINGS, INC.



                                       By:
                                          --------------------------------------
                                                                         (Title)



The foregoing Agreement is hereby
agreed to as of the date thereof.

JOHN HANCOCK LIFE INSURANCE
COMPANY



By:
   -----------------------------
                         (Title)


INVESTORS PARTNER LIFE INSURANCE
COMPANY



By:
   -----------------------------
                         (Title)


JOHN HANCOCK VARIABLE LIFE
INSURANCE COMPANY



By:
   -----------------------------
                         (Title)


               [Signature Page to Securities Purchase Agreement]

<PAGE>


JOHN HANCOCK INSURANCE COMPANY
OF VERMONT




By:
   -----------------------------
                         (Title)


HANCOCK MEZZANINE PARTNERS II, L.P.
By:    Hancock Mezzanine Investments II LLC,
       its General Partner
By:    John Hancock Life Insurance Company,
       as Investment Manager




By:
   -----------------------------
                         (Title)


SIGNATURE 5 L.P.
By:    John Hancock Life Insurance Company,
       as Portfolio Advisor




     By:
        -----------------------------
                              (Title)




WINFIELD CAPITAL CORP.



By:
     ---------------------------
         R. Scot Perlin
         Chief Financial Officer




QDRF MASTER LTD.
By: QDRA LLC
Its: Advisor



By:
   -----------------------------
                         (Title)


               [Signature Page to Securities Purchase Agreement]




<PAGE>


GENERAL ELECTRIC CAPITAL
CORPORATION



By:
   -----------------------------
                         (Title)






SPRUGOS - FRENCH, LLC
By:    Howard Hughes Medical Institute,
       Sole Member and Manager



     By:
        -----------------------------
              Nestor V. Santiago
              Vice President and
              Chief Investment Officer






HY II INVESTMENTS, L.L.C., a Delaware
limited liability company



By:
   -----------------------------
                         (Title)






STONEHILL INSTITUTIONAL
PARTNERS, L.P.



By:
   -----------------------------
         Wayne Teetsel
         General Partner









INGALLS & SNYDER VALUE
PARTNERS, L.P.



By:
   -----------------------------
         Thomas O. Boucher Jr.
         General Partner


               [Signature Page to Securities Purchase Agreement]




<PAGE>


Sankaty High Yield Partners II, L.P.



By:
   -----------------------------
                         (Title)


Sankaty High Yield Partners III, L.P.



By:
   -----------------------------
                         (Title)


Great Point CLO 1999-1, Ltd.
By: Sankaty Advisors, its collateral manager



By:
   -----------------------------
                         (Title)


Race Point CLO, Limited
By: Sankaty Advisors, its collateral manager



By:
   -----------------------------
                         (Title)


Sankaty Credit Opportunities, L.P.



By:
   -----------------------------
                         (Title)





JLF/AR-I LLC



By:
   -----------------------------
                         (Title)




CREDIT SUISSE FIRST BOSTON


By:
   -----------------------------
                         (Title)

By:
   -----------------------------
                         (Title)



               [Signature Page to Securities Purchase Agreement]