<PAGE>   1
                                                                     EXHIBIT 4.1



                             AETNA INDUSTRIES, INC.


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

                     AMENDED AND RESTATED CREDIT AGREEMENT

                           DATED AS OF APRIL 10, 1998

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




                            THE LENDERS PARTY HERETO

                                      AND

                               NBD BANK, AS AGENT


<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article                                                                                                        Page

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

                1.1   Certain Definitions.........................................................................1
                1.2   Other Definitions; Rules of Construction. specifically provided............................17


ARTICLE 2       THE COMMITMENT, THE SWINGLINE FACILITY AND THE ADVANCES..........................................18

                2.1   Commitment of the Lenders and the Swingline Facility.......................................18
                2.2   Termination and Reduction of Commitments...................................................19
                2.3   Fees.......................................................................................20
                2.4   Disbursement of Advances...................................................................21
                2.5   Conditions for First Disbursement..........................................................22
                      (a)  Corporate Documents...................................................................22
                      (b)  Notes.................................................................................23
                      (c)  Security Documents....................................................................23
                      (d)  Casualty and Other Insurance..........................................................23
                      (e)  Legal Opinions........................................................................23
                      (f)  Fees..................................................................................23
                      (g)  Subordinated Debt Documents...........................................................23
                      (h)  Miscellaneous.........................................................................23
                2.6   Further Conditions for Disbursement........................................................21
                2.7   Subsequent Elections as to Loans...........................................................24
                2.8   Limitation of Requests and Elections.......................................................24
                2.9   Minimum Amount; Limitation on Number of Loans; Etc.........................................25
                2.10  Borrowing Base Adjustments.................................................................25
                2.11  Security and Collateral....................................................................26


ARTICLE 3       PAYMENTS AND PREPAYMENTS OF ADVANCES.............................................................26

                3.1   Principal Payments and Prepayments.........................................................26
                3.2   Interest Payments..........................................................................24
                3.3   Letter of Credit Reimbursement Payments....................................................27
                3.4   Payment Method.............................................................................29
                3.5   No Setoff or Deduction.....................................................................29
                3.6   Payment on Non-Business Day; Payment Computations..........................................29
                3.7   Additional Costs...........................................................................30
                3.8   Illegality and Impossibility.
                3.9   Indemnification............................................................................31

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                                                                 i
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<TABLE>
<CAPTION>

Article                                                                                                        Page

<S>     <C>                                                                                                     <C>
ARTICLE 4       REPRESENTATIONS AND WARRANTIES...................................................................32

                4.1   Corporate Existence and Power..............................................................32
                4.2   Corporate Authority........................................................................32
                4.3   Binding Effect.............................................................................32
                4.4   Subsidiaries...............................................................................32
                4.5   Litigation.................................................................................32
                4.6   Financial Condition........................................................................33
                4.7   Use of Advances............................................................................33
                4.8   Consents, Etc..............................................................................33
                4.9   Taxes......................................................................................33
                4.10  Title to Properties........................................................................33
                4.11  Borrowing Base.............................................................................34
                4.12  ERISA......................................................................................34
                4.13  Disclosure.................................................................................34
                4.14  Environmental Matters......................................................................34
                4.15  No Default.................................................................................35
                4.16  No Burdensome Restrictions.................................................................35
                4.17  Other Debt.................................................................................35

ARTICLE 5       COVENANTS........................................................................................36

                5.1   Affirmative Covenants......................................................................36
                5.2   Negative Covenants.........................................................................39


ARTICLE 6       DEFAULT..........................................................................................44

                6.1   Events of Default..........................................................................44

                      (a)  Nonpayment............................................................................44
                      (b)  Misrepresentation.....................................................................44
                      (c)  Certain Covenants.....................................................................45
                      (d)  Other Defaults........................................................................45
                      (e)  Cross Default.........................................................................45
                      (f)  Judgments.............................................................................45
                      (g)  ERISA.................................................................................45
                      (h)  Insolvency, Etc.......................................................................46
                      (i)  Loan Documents........................................................................46
                      (j)  Change in Control.....................................................................46

                6.2   Remedies...................................................................................46


                                      
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ARTICLE
<TABLE>
<CAPTION>


<S>     <C>                                                                                                     <C>
ARTICLE 7       THE AGENT AND THE BANKS..........................................................................47

                7.1   Appointment and Authorization..............................................................47
                7.2   Agent and Affiliates.......................................................................47
                7.3   Scope of Agent's Duties....................................................................48
                7.4   Reliance by Agent..........................................................................48
                7.5   Default....................................................................................48
                7.6   Liability of Agent.........................................................................48
                7.7   Nonreliance on Agent and Other Lenders.....................................................48
                7.8   Indemnification............................................................................49
                7.9   Successor Agent............................................................................50
                7.10  Sharing of Payments........................................................................50
                7.11  Withholding Tax Exemption..................................................................51


ARTICLE 8       GUARANTY.........................................................................................51

                8.1   Guarantee of Obligations...................................................................51
                8.2   Nature of Guaranty.........................................................................52
                8.3   Waivers and Other Agreements...............................................................52
                8.4   Obligations Absolute.......................................................................52
                8.5   No Investigation by Lenders or Agent.......................................................53
                8.6   Indemnity..................................................................................53
                8.7   Subordination, Subrogation, Etc............................................................53
                8.8   Waiver.....................................................................................53

ARTICLE 9       MISCELLANEOUS....................................................................................53

                9.1   Amendments, Etc............................................................................53
                9.2   Notices....................................................................................54
                9.3   Reliance on and Survival of Various Provisions.............................................55
                9.4   Expenses; Indemnification..................................................................55
                9.5   Successors and Assigns.....................................................................56
                9.6   Counterparts...............................................................................59
                9.7   Governing Law..............................................................................59
                9.8   Table of Contents and Headings.............................................................60
                9.9   Construction of Certain Provisions.........................................................60
                9.10  Integration and Severability...............................................................60
                9.11  Independence of Covenants..................................................................60
                9.12  Interest Rate Limitation...................................................................60
                9.13  Waiver of Jury Trial.......................................................................60
</TABLE>


                                                                iii
<PAGE>   5



EXHIBITS

Exhibit A                  Borrowing Base Certificate
Exhibit B-1                Facility A Note
Exhibit B-2                Facility B Note
Exhibit B-3                Swingline Note
Exhibit C                  Security Agreement
Exhibit D                  Request for Advance
Exhibit E                  Request for Continuation or Conversion
Exhibit F                  Assignment and Acceptance
Exhibit G                  Assumption Agreement

SCHEDULES

Schedule 1.1(a)            SOFEDIT Shareholders
Schedule 1.1(b)            Subordinated Debt Documents
Schedule 4.4               Subsidiaries
Schedule 4.5               Litigation
Schedule 4.12              ERISA
Schedule 4.14              Environmental Matters
Schedule 5.2(f)            Indebtedness
Schedule 5.2(g)            Liens
Schedule 5.2(l)            Investments, Loans and Advances
Schedule 5.2(m)            Transactions with Affiliates

                                       iv
<PAGE>   6





         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 10, 1998
(this "Agreement"), is by and among AETNA INDUSTRIES, INC. a Michigan
corporation (the "Company"), the Guarantor(s) party hereto from time to time,
the lender(s) party hereto from time to time (collectively, the "Lenders" and
individually, a "Lender") and NBD BANK, a Michigan banking corporation, as agent
for the Lenders (in such capacity, the "Agent").


                                  INTRODUCTION


         A. The Company, the Banks party thereto and the Agent are parties to a
Credit Agreement dated as of May 2, 1996, as amended (the "Existing Credit
Agreement") pursuant to which such Banks agreed, subject to the terms and
conditions thereof, to extend credit to the Borrowers.

         B. The Company desires to amend and restate the Existing Credit
Agreement to provide a revolving credit facility, including letters of credit, a
revolving credit facility to make term loans, and a revolving credit facility to
issue standby letters of credit, in the aggregate principal amount of up to
$56,500,000, in order to provide funds and other financial accommodations for
working capital and its other general corporate purposes, and the Lenders are
willing to establish such a credit facility in favor of the Company on the terms
and conditions herein set forth.

         In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:



                                    ARTICLE 1
                                   DEFINITIONS

    1.1   Certain Definitions.  As used herein the following terms shall have 
the following respective meanings:

         "Advance" shall mean any Loan and any Letter of Credit Advance.

         "Affiliate", when used with respect to any person shall mean any other
person which, directly or indirectly, controls or is controlled by or is under
common control with such person. For purposes of this definition "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), with respect to any person, shall mean 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
securities or by contract or otherwise.

         "Applicable Lending Office" shall mean, with respect to any Advance
made by any Lender or with respect to such Lender's Commitment, the office of
such Lender or of any Affiliate of such Lender located at the address specified
as the applicable lending office for such Lender set forth next to the name of
such Lender in the signature pages hereof or any other office or Affiliate of
such Lender or of any Affiliate of such Lender hereafter selected and notified
to the Company and the Agent by such Lender.

                                       1
<PAGE>   7

         "Applicable Margin" shall mean, with the respect to any Facility A
Loan, commitment fees payable under Section 2.3(a) or letter of credit fees
payable pursuant to Section 2.3(b)(i), as the case may be, the applicable margin
set forth in the table below based on the Funded Debt Ratio and the Senior
Secured Funded Debt Ratio, as adjusted on the first day of each fiscal quarter
based on the Funded Debt Ratio and the Senior Secured Funded Debt Ratio as of
the last day of the fiscal quarter immediately preceding the fiscal quarter most
recently ended, provided that the Applicable Margin in effect on the first day
of any Eurodollar Interest Period for any Eurodollar Rate Loan shall remain in
effect for the entire Eurodollar Interest Period and, notwithstanding anything
herein to the contrary, upon or during the continuance of any Event of Default,
the Applicable Margin shall be based on the highest possible Applicable Margin
described in the table below, regardless of the Funded Debt Ratio and the Senior
Secured Funded Debt Ratio:


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                                         APPLICABLE MARGIN (EXPRESSED IN BASIS POINTS)
 -------------------------------------------------------------------------------------------------------------------
    Senior Secured      Funded Debt Ratio     Eurodollar        Floating         Commitment            Letter of
     Funded Debt                               Rate Loan       Rate Loan             Fee                 Credit
                                                                                                       Commission
 -------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>              <C>                <C>                  <C>
     >1.50 and             =>4.25             275.00           150.00              50.00                275.00
     - 
 -------------------------------------------------------------------------------------------------------------------
      <1.50 and *            >4.25             250.00           125.00              50.00                250.00
 -------------------------------------------------------------------------------------------------------------------
                          =>3.50<=4.25          225.00          100.00              50.00                225.00
 -------------------------------------------------------------------------------------------------------------------
                           =>2.75<3.50          175.00           50.00              37.50                175.00
 -------------------------------------------------------------------------------------------------------------------
                           =>2.00<2.75          125.00            0.00              25.00                125.00
 -------------------------------------------------------------------------------------------------------------------
                              <2.00             100.00            0.00              25.00                100.00
 -------------------------------------------------------------------------------------------------------------------
</TABLE>
        *Initial Pricing


         "Borrowing" shall mean the aggregation of Advances, including each
Letter of Credit issuance, of the Lenders to be made to the Company, or
continuations and conversions of any Loans, made pursuant to Article II on a
single date and, in the case of any Loans, for a single Eurodollar Interest
Period, which Borrowings may be classified for purposes of this Agreement by
reference to the type of Loans or the type of Advance comprising the related
Borrowing, e.g., a "Eurodollar Rate Borrowing" is a Borrowing comprised of
Eurodollar Rate Loans and a "Letter of Credit Borrowing" is an Advance comprised
of a single Letter of Credit.

         "Borrowing Base" shall mean, as of any date, the lesser of (a) the sum,
without duplication, of (i) an amount equal to 85% of the value of Eligible
Accounts Receivable plus (ii) an amount equal to 60% of the value of Eligible
Inventory not to exceed $9,500,000, plus (iii) an amount equal to 50% of
Eligible Tooling Inventory not to exceed (A) $15,000,000 from the Effective Date
hereof to and including June 30, 1999 or (B) $5,000,000 from and including July
1, 1999 and thereafter, plus (iv) 80% of the value of Eligible Fixed Assets
owned by the Company and Manufacturing as of the Effective Date, or (b) the
amount calculated under clause (b) of the definition of "Permitted Indebtedness"
set forth in the Senior Note Indenture; provided, however, that the Borrowing
Base shall be determined on the basis of the most current Borrowing Base
Certificate required to be delivered by the Company hereunder.


                                       2
<PAGE>   8
         "Borrowing Base Certificate" for any date shall mean an appropriately
completed report as of such date in substantially the form of Exhibit A hereto,
certified as true and correct as of such date by a duly authorized officer of
the Company.

                                       3
<PAGE>   9



         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which the Agent is not open to the public for carrying on substantially
all of its banking functions in Detroit, Michigan.

         "Capital Lease" of any person shall mean any lease which, in accordance
with generally accepted accounting principles, is or should be capitalized on
the books of such person.

         "Change of Control" shall mean the occurrence of any event or
transaction or series of related transactions in connection with or as a
consequence of which (i) prior to a registered initial public offering of the
Common Stock of the Company, MS (directly or indirectly) or Holdings shall cease
to own 100% of the Company's outstanding Capital Stock, clear of any Liens;
(ii)(A) prior to a registered initial public offering of the Common Stock of MS
or Holdings, the CVC Investor Group and the SOFEDIT Shareholders, collectively,
shall cease to own Common Stock of, as the case may be, MS or Holdings,
representing not less than 51% of the common equity interest in, as the case may
be, MS's or Holding's, Capital Stock (whether voting or non-voting) on a
fully-diluted basis assuming the exercise of all securities exercisable,
convertible or exchangeable for or into common equity interests or (B) after a
registered initial public offering of the Common Stock of MS, Holdings or the
Company, the CVC Investor Group and the SOFEDIT Shareholders, collectively,
shall cease to own Common Stock of, MS, Holdings or the Company, as the case may
be, representing not less than 20% of the common equity interest in MS's,
Holding's or, as the case may be, the Company's Capital Stock (whether voting or
non-voting) on a fully-diluted basis assuming the exercise of all securities
exercisable, convertible or exchangeable for or into common equity interest; or
(iii) after a registered initial public offering of the Common Stock of MS,
Holdings or the Company, any Person (or group of Persons (as such term is used
under the Exchange Act) shall own, beneficially or of record, a greater
percentage of the common equity interests or total combined voting power of all
classes or Capital Stock of MS, Holdings or the Company, as the case may be,
than is so owned by the CVC Investor Group. For purposes of this definition, the
term "CAPITAL STOCK" of any Person means any and all shares, interests,
participations, or other equivalents, (however designated) of its capital stock
and any rights (other than debt securities convertible into capital stock),
warrants or options to acquire such capital stock and the term "COMMON STOCK"
means, as applicable, the Common Stock, par value $.01, of Holdings and the
Common Stock, par value $.01 of the Company and, collectively, the Class A
Common Stock, par value $.01 per share, and Class B Common Stock, par value
$0.01 per share, of MS, and, in each case, any Capital Stock issued with respect
thereto in a stock consolidation, reclassification or recapitalization.

         "CVC"  shall mean Citicorp Venture Capital, Ltd.

         "CVC Investor Group" means (i) CVC, (ii) Citicorp and any direct or
indirect wholly owned subsidiary of Citicorp; (iii) any officer, director or
employee of CVC, Citicorp or any wholly owned subsidiary of Citicorp, and any
spouse or lineal descendant (including by adoption and stepchildren) of any
officer, director or employee of CVC, Citicorp or any wholly owned subsidiary of
Citicorp and any trust, corporation or partnership the majority in interest of
the beneficiaries, stockholders or partners of which consists of employees,
officers or directors of CVC, Citicorp or any wholly owned subsidiary of
Citicorp provided that none of the Persons listed in the preceding provisions of
this subclause (iii) shall be included as members of the CVC Investor Group
unless CVC owns at least a majority of the Common Stock of MS or, if applicable,
Holdings, owned by CVC and all of such Persons, taken together.

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

                                       4
<PAGE>   10

         "Commitments" shall mean the Facility A Commitments, the Facility B
Commitments, and the Facility C Commitments.

         "Consolidated" or "consolidated" shall mean, when used with reference
to any financial term in this Agreement, the aggregate for two or more persons
of the amounts signified by such term for all such persons determined on a
consolidated basis in accordance with generally accepted accounting principles.

         "Contingent Liabilities" of any person shall mean, as of any date, all
obligations of such person or of others for which such person is contingently
liable, as obligor, guarantor, surety, accommodation party, partner or in any
other capacity, or in respect of which obligations such person assures a
creditor against loss or agrees to take any action to prevent any such loss
(other than endorsements of negotiable instruments for collection in the
ordinary course of business), including without limitation all reimbursement
obligations of such person in respect of any letters of credit, surety bonds or
similar obligations (including, without limitation, bankers acceptances) and all
obligations of such person to advance funds to, or to purchase assets, property
or services from, any other person in order to maintain the financial condition
of such other person.

         "Contractual Obligation" shall mean as to any person, any provision of
any security issued by such person or of any agreement, instrument or other
undertaking to which such person is a party or by which it or any of its
property is bound.

         "Default" shall mean any event or condition which might become an Event
of Default with notice or lapse of time or both.

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

         "EBITDA" means, for any period, Net Income for such period plus all
amounts deducted in determining such Net Income on account of (a) Interest
Expense (without giving effect to the proviso at the end of such definition) and
(b) income taxes and the State of Michigan single business tax, and (c)
depreciation and amortization expense, all as determined for the Company and its
Subsidiaries on a consolidated basis in accordance with Generally Accepted
Accounting Principles.

         "Effective Date" shall mean the effective date specified in the final
paragraph of this Agreement.

         "Eligible Accounts Receivable" shall mean, as of any date, those trade
accounts receivable owned by the Company or Manufacturing which are payable in
Dollars and in which the Company or Manufacturing has granted to the Agent for
the benefit of the Lenders and the Agent a first-priority perfected security
interest pursuant to the Security Agreement, valued at the face amount thereof
less sales, excise or similar taxes and less returns, discounts, claims, credits
and allowances of any nature at any time issued, owing, granted, outstanding,
available or claimed, but shall not include any such account receivable (a) that
is not a bona fide existing obligation created by the sale and actual delivery
of inventory, goods or other property or the furnishing of services or other
good and sufficient consideration to customers of the Company or Manufacturing
in the ordinary course of business, (b) that is more than 90 days past due or
that remains outstanding more than 90 days after the earlier of the date of the
invoice or the shipment of the related inventory, goods or other property or the
furnishing of the related services or other consideration, (c) that is subject
to any dispute, contra-account, defense, offset or counterclaim or any Lien
(except those in favor of the Agent for the benefit of itself and the Lenders
under the Security Documents and other Permitted Liens which are junior in
priority to those in favor of the Agent), except as being contested by the
Company or Manufacturing in good faith, or the inventory, 

                                       5
<PAGE>   11
goods,  property,   services  or  other  consideration  of  which  such  account
receivable  constitutes  proceeds is subject to any such Lien, provided that any
account  receivable  shall be classified as ineligible only to the extent of any
such dispute, contra-account, offset or counterclaim or any Lien, (d) in respect
of which the inventory,  goods,  property,  services or other consideration have
been  rejected or the amount is in  dispute,  except as being  contested  by the
Company or  Manufacturing  in good faith,  (e) that is due from any Affiliate or
Subsidiary  of the  Company,  (f) that has been  classified  by the  Company  or
Manufacturing  as  doubtful  or has  otherwise  failed  to meet  established  or
customary credit standards of the Company or Manufacturing,  (g) that is payable
by any person  located  outside the United  States (which shall not be deemed to
include any territories of the United States) or Canada and are not supported by
letters  of  credit  issued to the Agent by  commercial  banks,  and in form and
substance,  acceptable to the Agent, (h) that is payable by the United States or
any of its departments,  agencies or  instrumentalities or by any state or other
governmental  entity,  (i) that is payable by any person as to which 50% or more
of the aggregate  amount of such accounts  receivable  payable by such person to
the Company or  Manufacturing  do not  otherwise  constitute  Eligible  Accounts
Receivable, other than due to an offset which General Motors or Chrysler has due
to steel  purchases  by the  Company or  Manufacturing  from  General  Motors or
Chrysler,  (j)  that  is  payable  by any  person  that  is the  subject  of any
proceeding  seeking  to  adjudicate  it  a  bankrupt  or  insolvent  or  seeking
liquidation, winding up or reorganization,  arrangement, adjustment, protection,
relief or  composition  of it or its debts under any law relating to bankruptcy,
insolvency or  reorganization  or relief or protection of debtors or seeking the
appointment of a receiver,  trustee,  custodian or other similar official for it
or for any  substantial  part of its  property,  or has  admitted in writing its
inability to pay its debts  generally or has made a general  assignment  for the
benefit  of  creditors,  (k) that is  evidenced  by a  promissory  note or other
negotiable instrument, (l) that is subordinate or junior in right or priority of
payment to any other obligation or claim, or (m) that for any other reason is at
any time reasonably deemed by the Agent to be ineligible.

         "Eligible Fixed Assets" shall mean, as of any date, the equipment owned
by the Company or Manufacturing in which the Company or Manufacturing has
granted to the Agent for the benefit of the Lenders a first-priority security
interest pursuant to the Security Agreement, valued, in the case of any
equipment owned as of the Effective Date, at the orderly liquidation value as
determined by appraisals acceptable to the Required Lenders, and, in the case of
any equipment purchased after the Effective Date, at the hard cost of such
equipment, but not including any such fixed asset (a) that is not useable in the
business of the Company or Manufacturing, (b) that is located outside the United
States (which shall not be deemed to include any territories of the United
States) or Canada, (c) that is subject to, or any accounts or other proceeds
resulting from the sale or other disposition thereof could be subject to, any
Lien (except those in favor of the Agent for the benefit of itself and the
Lenders under the Security Documents and other Permitted Liens which are junior
in priority to those in favor of the Agent), (d) that is not in the possession
of the Company or Manufacturing (provided that such assets shall be deemed in
possession of the Company or Manufacturing if they are located on premises owned
or leased by the Company or Manufacturing), (e) that is held for sale or lease
or is subject of any lease, (f) that is subject to any trademark, trade name or
licensing arrangement, or any law, rule or regulation, that would limit or
impair the ability of the Lenders and the Agent to promptly exercise all rights
of the Lenders and the Agent under the Security Documents, (g) if such fixed
asset is located on premises not owned by the Company or Manufacturing and, on
or before sixty (60) days after the Effective Date, the landlord or other owner
of such premises shall not have waived its distraint, lien and similar rights
with respect to such fixed asset, and shall not have agreed to permit the
Lenders and the Agent to enter such premises after the occurrence of an Event of
Default pursuant to a waiver and agreement of such person in favor of and in
form and substance acceptable to the Agent (h) with respect to which any
insurance proceeds are not payable to the Lenders and the Agent as a lender loss
payee or are payable to any loss payee other than the Lenders and the Agent or
the Company or Manufacturing or (i) that for any other reason is at any time
reasonably deemed by the Agent to be ineligible.

                                       6
<PAGE>   12

   "Eligible Inventory" shall mean, as of any date, that inventory owned
by the Company or Manufacturing that constitutes raw materials, work in process
or finished goods in which the Company or Manufacturing has granted to the Agent
for the benefit of the Lenders a first-priority perfected security interest
pursuant to the Security Agreement, valued at the lower of cost or market in
accordance with generally accepted accounting principles, but shall not include
any such inventory (a) that does not constitute raw materials or finished goods
readily salable or usable in the business of the Company or Manufacturing, (b)
that is located outside the United States (which shall not be deemed to include
any territories of the United States) or Canada, (c) that is subject to, or any
accounts or other proceeds resulting from the sale or other disposition thereof
could be subject to, any Lien (except those in favor of the Agent for the
benefit of itself and the Lenders under the Security Documents and other
Permitted Liens which are junior in priority to those in favor of the Agent),
including any sale on approval or sale or return transaction or any consignment,
(d) that is not in the possession of the Company or Manufacturing (provided that
such assets shall be deemed in possession of the Company or Manufacturing if
they are located on premises owned or leased by the Company or Manufacturing),
(e) that is held for lease or is the subject of any lease, (f) that is subject
to any trademark, trade name or licensing arrangement, or any law, rule or
regulation, that could materially limit or impair the ability of the Lenders and
the Agent to promptly exercise all rights of the Lenders and the Agent under the
Security Documents, (g) if such inventory is located on premises not owned by
the Company or Manufacturing and, on or before sixty (60) days after the
Effective Date, the landlord or other owner of such premises shall not have
waived its distraint, lien and similar rights with respect to such inventory and
shall not have agreed to permit the Lenders and the Agent to enter such premises
pursuant to a waiver and agreement of such person in favor of and in form and
substance acceptable to the Lenders and the Agent, (h) with respect to which any
insurance proceeds are not payable to the Lenders and the Agent as a lender loss
payee or are payable to any loss payee other than the Lenders and the Agent or
the Company or Manufacturing, or (i) that for any other reason is at any time
reasonably deemed by the Agent to be ineligible.

         "Eligible Tooling Inventory" shall mean such portion of long term
assets of the Company or Manufacturing which consists of dies, molds, tooling
and similar items (collectively, "Tooling") provided that each of the following
conditions are satisfied: (a) the sale of such Tooling is covered under specific
written purchase orders or agreements between the Company or Manufacturing and
the purchaser of such Tooling, and the terms and provisions of all such purchase
orders and agreements and the purchaser thereof must be satisfactory to the
Agent, (b) either (i) the Agent has a first priority, enforceable security
interest in such long terms assets, and the purchaser of such Tooling, together
with any other entity who has a Lien on such purchaser's assets, shall have
executed a letter in favor of the Agent acknowledging that neither of them have
any rights with respect to such Tooling or (ii) the purchaser of such Tooling
shall have granted a first priority, enforceable security interest in such
Tooling to the Company or Manufacturing, which security interest shall be
assigned to the Agent, and any entity which has a lien on assets of such
purchaser shall have subordinated its lien on such Tooling to the lien granted
by such purchaser to the Company or Manufacturing and assigned to the Agent, all
of which shall be in form and substance satisfactory to the Required Lenders,
and (c) the unpaid balance of such Tooling as represented by the Company or
Manufacturing is not subject to any defense, counterclaim, setoff,
contra-account, credit, allowance or adjustment.

         "Environmental Laws" at any date shall mean all provisions of law,
statute, ordinances, rules, regulations, judgments, writs, injunctions, decrees,
orders, awards and standards promulgated by the government of the United States
of America or any foreign government or by any state, province, municipality or
other political subdivision thereof or therein, or by any court, agency,
instrumentality, 

                                       7
<PAGE>   13
regulatory  authority  or  commission  of any of the  foregoing  concerning  the
protection of, or regulating the discharge of substances into, the environment.

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

         "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) which, together with the Company or any Guarantor, would be
treated as a single employer under Section 414 of the Code and the regulations
promulgated thereunder.

         "Eurodollar Business Day" shall mean, with respect to any Eurodollar
Rate Loan, a day which is both a Business Day and a day on which dealings in
Dollar deposits are carried out in the London interbank market.

         "Eurodollar Interest Period" shall mean, with respect to any Eurodollar
Rate Loan, the period commencing on the day such Eurodollar Rate Loan is made or
converted to a Eurodollar Rate Loan and ending on the day which is one, two,
three, six months, or, in connection with Eurodollar Rate Loans under Facility A
only and if available to the Required Lenders, twelve months, thereafter, as the
Company may elect under Section 2.4 or 2.7, and each subsequent period
commencing on the last day of the immediately preceding Eurodollar Interest
Period and ending on the day which is one, two, three, six or twelve months
thereafter, as the Company may elect under Section 2.4 or 2.7, provided,
however, that (a) any Eurodollar Interest Period which commences on the last
Eurodollar Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Eurodollar Business Day of the appropriate subsequent
calendar month, (b) each Eurodollar Interest Period which would otherwise end on
a day which is not a Eurodollar Business Day shall end on the next succeeding
Eurodollar Business Day or, if such next succeeding Eurodollar Business Day
falls in the next succeeding calendar month, on the next preceding Eurodollar
Business Day, and (c) no Eurodollar Interest Period shall be permitted which
would end after Termination Date A with respect to the Facility A Loans or the
Maturity Date with respect to any Facility B Loans.

         "Eurodollar Rate" shall mean, with respect to any Eurodollar Rate Loan
and the related Eurodollar Interest Period, the per annum rate that is equal to
the sum of:

              (a) (i) with respect to Facility A Loans, the Applicable Margin, 
and (ii) with respect to Facility B Loans, 250 basis points during the period 
from  and including the Effective Date to and including December 30, 1999, or 
275  basis points on December 31, 1999 and thereafter, plus

              (b) the rate per annum obtained by dividing (i) the per annum rate
of interest at which deposits in Dollars for such Eurodollar Interest Period and
in an aggregate amount comparable to the amount of such Eurodollar Rate Loan 
to be made by the Agent in its capacity as a Lender hereunder are offered to 
the Agent by other prime banks in the London interbank market at approximately 
11:00 a.m. London time on the second Eurodollar Business Day prior to the first 
day of such Eurodollar Interest Period by (ii) an amount equal to one minus 
the stated maximum rate (expressed as a decimal) of all reserve requirements 
(including, without limitation, any marginal, emergency, supplemental, special 
or other reserves) that are specified on the first day of such Eurodollar 
Interest Period by the Board of Governors of the Federal Reserve System (or 
any successor agency thereto) for determining the maximum reserve requirement 
with respect to eurocurrency funding (currently referred to as "Eurocurrency 
liabilities" in Regulation D of such Board) maintained by a member bank of such 
System;  

                                      8
<PAGE>   14
all as  conclusively  determined  by the Agent,  such sum to be  rounded  up, if
necessary,  to the nearest whole  multiple of one  one-hundredth  of one percent
(1/100 of 1%).

         "Eurodollar Rate Loan" shall mean any Loan which bears interest at the
Eurodollar Rate.

         "Event of Default" shall mean any of the events or conditions 
described in Section 6.1.

         "Export" shall mean Aetna Export Sales Corp., a corporation organized
under the laws of the United States Virgin Islands.

         "Facility A" shall mean the credit facility described in Section 2.1
(a).

         "Facility A Advance" shall mean any Revolving Credit Loan or Facility A
Letter of Credit Advance under Section 2.1(a).

         "Facility A Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Credit Loans and to participate in
Facility A Letter of Credit Advances made through the Agent pursuant to Section
2.1(a), in amounts not exceeding in aggregate principal amount outstanding the
respective Facility A commitment amounts for each Lender set forth next to the
name of each such Lender in the signature pages hereof, as such amounts may be
reduced or modified from time to time pursuant to Section 2.2(a) or Section 8.6.

         "Facility A Letter of Credit" shall mean a standby letter of credit or
a commercial letter of credit having a stated expiry date or a date upon which
the draft must be reimbursed not later than twelve months after the date of
issuance and not later than the fifth Business Day before Termination Date A
issued by the Agent on behalf of the Lenders for the account of the Company
under an application and related documentation acceptable to the Agent
requiring, among other things, immediate reimbursement by the Company to the
Agent in respect of all drafts or other demand for payment honored thereunder
and all expenses paid or incurred by the Agent relative thereto.

         "Facility A Note" shall mean any promissory note of the Company
evidencing the Facility A Loans, in substantially the form annexed hereto as
Exhibit B-1, as amended or modified from time o time and together with any
promissory note or notes issued in exchange or replacement therefor.

         "Facility B" shall mean the credit facility described in Section 2.1
(b).

         "Facility B Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Facility B Loans pursuant to Section 2.1(b),
in amounts not exceeding in aggregate principal amount outstanding the
respective Facility B commitment amounts for each Lender set forth next to the
name of each such Lender in the signature pages hereof, as such amount may be
reduced or modified from time to time pursuant to Section 2.2(a) or Section 8.6.

         "Facility B Loan" shall mean any borrowing under Section 2.4 evidenced
by the Facility B Notes and made pursuant to Section 2.1(a).

         "Facility B Note" shall mean any promissory note of the Company
evidencing the Facility B Loans, in substantially the same form annexed hereto
as Exhibit B-2, as amended or modified from time to time and together with any
promissory note or notes issued in exchange or replacement therefor.

                                       9
<PAGE>   15

         "Facility C" shall mean the credit facility described in Section 2.1
(c).

         "Facility C Advance" shall mean any Facility C Letter of Credit Advance
under Section 2.1(c).

         "Facility C Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to participate in Facility C Letters of Credit made
through the Agent pursuant to Section 2.1(c), in amounts not exceeding in
aggregate principal amount outstanding the respective Facility C commitment
amounts for each Lender set forth next to the name of each such Lender in the
signature pages hereof as such amount may be reduced or modified from time to
time pursuant to Section 2.2(a) or Section 8.6.

         "Facility C Letter of Credit" shall mean a standby letter of credit
having a stated expiry date or a date upon which the draft must be reimbursed
not later than twelve months after the date of issuance and not later than the
fifth Business Day before Termination Date C issued by the Agent on behalf of
the Lenders for the account of the Company under an application and related
documentation acceptable to the Agent requiring, among other things, immediate
reimbursement by the Company to the Agent in respect of all drafts or other
demand for payment honored thereunder and all expenses paid or incurred by the
Agent relative thereto.

         "Federal Funds Rate" shall mean the per annum rate that is equal to the
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published by the
Federal Reserve Bank of New York for such day, or, if such rate is not so
published for any day, the average of the quotations for such rates received by
the Agent from three federal funds brokers of recognized standing selected by
the Agent in its discretion; all as conclusively determined by the Agent, such
sum to be rounded up, if necessary, to the nearest whole multiple of one
one-hundredth of one percent (1/100 of 1%), which Federal Funds Rate shall
change simultaneously with any change in such published or quoted rates.

         "Fixed Charge Coverage Ratio" shall mean, as of any date, the ratio of
(a) EBITDA of the Company and its Subsidiaries, as calculated for the four
consecutive fiscal quarters of the Company most recently ended, plus Rental
Expense of the Company and its Subsidiaries for such period, to (b) Rental
Expense of the Company and its Subsidiaries for such period plus Interest
Expense of the Company and its Subsidiaries paid in cash by the Company and its
Subsidiaries during such period.

         "Floating Rate" shall mean the per annum rate equal to the sum of (a)
(i) with respect to any Facility A Advance or Facility C Advance, the Applicable
Margin or (ii) with respect to any Facility B Loan, (A) 1.25% during the period
from and including the Effective Date to and including December 30, 1999 and (B)
1.50% on December 31, 1999 and thereafter, plus (b) the greater of (x) the Prime
Rate in effect from time to time, or (y) the sum of one percent (1%) per annum
plus the Federal Funds Rate in effect from time to time; which Floating Rate
shall change simultaneously with any change in such Prime Rate or Federal Funds
Rate, as the case may be.

         "Floating Rate Loan" shall mean any Loan which bears interest at the
Floating Rate.

         "Funded Debt" of any person, as of any date, shall mean: (a) all debt
for borrowed money and similar monetary obligations evidenced by bonds, notes,
debentures, Capital Lease obligations or otherwise, including without limitation
obligations in respect of the deferred purchase price of properties or assets,
in each case whether direct or indirect; (b) all liabilities secured by any Lien
existing on property owned or acquired subject thereto, whether or not the
liability secured thereby shall have been assumed; (c) all
                                       10
<PAGE>   16
reimbursements  obligations  under  outstanding  letters of credit in respect of
drafts which (i) may be presented or (ii) have been  presented  and have not yet
been paid, and (d) all Contingent Liabilities relating to any of the obligations
of others similar in character to those  described in the foregoing  clauses (a)
through (c).

         "Funded Debt Ratio" shall mean, as of any date, the ratio of (a) Funded
Debt as of such date to (b) EBITDA, as calculated for the four consecutive
fiscal quarters of the Company and its Subsidiaries on a consolidated basis most
recently ended.

         "Generally Accepted Accounting Principles", "GAAP" or "generally
accepted accounting principles" shall mean generally accepted accounting
principles applied on a basis consistent with that reflected in the financial
statements referred to in Section 4.6.

         "Guaranties" shall mean the guaranties entered into by each of the
Guarantors for the benefit of the Agent and the Lenders pursuant to Article VIII
of this Agreement, as amended or modified from time to time.

         "Guarantor" shall mean Export, Holdings, MS, each Subsidiary of MS,
each Subsidiary of Holdings and each Subsidiary of the Company and each person
otherwise becoming a Subsidiary of the Company, or otherwise entering into a
Guaranty, from time to time, provided that no prohibitions exist under the
Senior Note Indenture to the execution of a Guaranty or other Loan Documents by
such person and provided, further, that SOFEDIT shall not be required to be a
Guarantor hereunder.

         "Hazardous Materials" includes, without limitation, any flammable
explosives, radioactive materials, hazardous materials, hazardous wastes,
hazardous or toxic substances or related materials defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as
amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.) and in the
regulations adopted and publications promulgated pursuant thereto, or any other
federal, state or local government law, ordinance, rule or regulation.

         "Hedging Contract" shall mean, with respect to any person, all
liabilities of such person under interest rate swap, cap or collar agreements,
currency exchange agreements and all similar agreements designed to protect such
person against fluctuations in interest rates or currency exchange rates.

         "Holdings" shall mean Aetna Holdings, Inc., a Delaware corporation.

         "Indebtedness" of any person shall mean, as of any date, (a) all
obligations of such person for borrowed money, (b) all obligations of such
person as lessee under any Capital Lease, (c) all obligations which are secured
by any Lien existing on any asset or property of such person whether or not the
obligation secured thereby shall have been assumed by such person (to the extent
of such Lien if such obligation is not assumed), (d) all obligations of such
person for the unpaid purchase price for goods, property or services acquired by
such person, except for trade accounts payable arising in the ordinary course of
business that are not materially past due, (e) all obligations of such person to
purchase goods, property or services where payment therefor is required
regardless of whether delivery of such goods or property or the performance of
such services is ever made or tendered (generally referred to as "take or pay
contracts"), (f) all liabilities of such person in respect of Unfunded Benefit
Liabilities under any Plan of such person or of any ERISA Affiliate, (g) all
obligations of such person in respect of any Hedging Contract (valued in an
amount equal to the highest termination payment, if any, that would be payable
by

                                       11
<PAGE>   17
such person upon termination for any reason on the date of  determination),  and
(h) all Contingent Liabilities of such person.

         "Interest Expense" means, for any period, total interest and related
expense (including, without limitation, that portion of any Capitalized Lease
obligation attributable to interest expense in conformity with Generally
Accepted Accounting Principles, amortization of debt discount, all capitalized
interest, the interest portion of any deferred payment obligations, all
commissions, discounts and other fees and charges owed with respect to letter of
credit and bankers acceptance financing, the net costs and net payments under
any interest rate hedging, cap or similar agreement or arrangement, prepayment
charges, agency fees, administrative fees, commitment fees and capitalized
transaction costs allocated to interest expense) and all dividends and other
distributions on any preferred capital stock of the Company paid, payable or
accrued during such period, without duplication for any period, with respect to
all outstanding Indebtedness of the Company and its Subsidiaries, all as
determined for the Company and its Subsidiaries on a consolidated basis for such
period in accordance with Generally Accepted Accounting Principles; provided,
however, that interest on Subordinated Debt which is not paid in cash or cash
equivalents but is paid by the issuance by the Company of a promissory note and
dividends and other distributions on any preferred capital stock of the Company
which are not paid in cash or cash equivalents shall be excluded from the
calculation of "Interest Expense" hereunder.

         "Interest Payment Date" shall mean (a) with respect to any Eurodollar
Rate Loan, the last day of each Interest Period with respect to such Eurodollar
Rate Loan and, in the case of any Interest Period exceeding three months, those
days that occur during such Interest Period at intervals of three months after
the first day of such Interest Period, and (b) in all other cases, the last
Business Day of each month occurring after the date hereof, commencing with the
first such Business Day occurring after the date of this Agreement.

         "Interest Period" shall mean any Eurodollar Interest Period.

         "Letter of Credit" shall mean any Facility A Letter of Credit or
Facility C Letter of Credit.

         "Letter of Credit Advance" shall mean any issuance of a Letter of
Credit under Section 2.4 made pursuant to Section 2.1 in which each Lender
acquires a pro rata risk participation pursuant to Section 2.4(d).

         "Letter of Credit Documents" shall have the meaning ascribed thereto in
Section 3.3(b).

         "Lien" shall mean any pledge, assignment, hypothecation, mortgage,
security interest, deposit arrangement, option, conditional sale or title
retaining contract, sale and leaseback transaction, financing statement filing,
lessor's or lessee's interest under any lease, subordination of any claim or
right, or any other type of lien, charge, encumbrance, preferential arrangement
or other claim or right.

         "Loan" shall mean any Revolving Credit Loan, any Swingline Loan, and
any Term Loan evidenced by the Notes and made pursuant to Section 2.1. Any such
Loan or portion thereof may also be denominated as a Floating Rate Loan or a
Eurodollar Rate Loan and such Loans are referred to herein as "types" of Loans.

         "Loan Documents" shall mean, collectively, this Agreement, the Notes,
the Security Documents and all other agreements, instruments and documents
executed pursuant thereto at any time.

                                       12
<PAGE>   18

         "Manufacturing" shall mean Aetna Manufacturing Canada Ltd., a Michigan 
corporation.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, assets, operations or condition (financial or otherwise) of the
Company and its Subsidiaries on a consolidated basis, (b) the ability of the
Company or any Guarantor to perform its obligations under any Loan Document, or
(c) the validity of enforceability of any Loan Document or the rights or
remedies of the Agent or the Lenders under any Loan Document.

         "Maturity Date" shall mean the earlier to occur of (a) March 31, 2001
and (b) the date on which the maturity of the Facility B Loans is accelerated
pursuant to Section 6.2.

         "MS"  shall mean MS Acquisition Corp., a Delaware corporation.

         "Multiemployer Plan" shall mean any "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

         "Net Income" means, for any period, the net income (or loss) of the
Company and its Subsidiaries on a consolidated basis for such period taken as a
single accounting period, determined in accordance with Generally Accepted
Accounting Principles; provided that in determining Consolidated Net Income
there shall be excluded, without duplication: (a) the income of any Person
(other than a Subsidiary of the Company) in which any Person other than the
Company or any of its Subsidiaries has a joint interest or partnership interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Company or any of its Subsidiaries by such Person during such
period, (b) the income of any Person accrued prior to the date it becomes a
Subsidiary of the Company or is merged into or consolidated with the Company or
any of its Subsidiaries or that Person's assets are acquired by the Company or
any of its Subsidiaries, (c) the proceeds of any insurance policy, (d) gains
from the sale, exchange, transfer or other disposition of property or assets not
in the ordinary course of business of the Company and its Subsidiaries, and
related tax effects in accordance with Generally Accepted Accounting Principles,
(e) any other extraordinary or non-recurring gains of the Company or its
Subsidiaries, and related tax effects in accordance with Generally Accepted
Accounting Principles, and (f) the income of any Subsidiary of the Company to
the extent that the declaration or payment of dividends or similar distributions
by that Subsidiary of that income is not at the time permitted by operation of
the terms of its charter or of any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary.

         "Net Worth" shall mean, as of any date, the amount of any capital
stock, paid in capital and similar equity accounts plus (or minus in the case of
a deficit) the capital surplus and retained earnings of any Person, all in
accordance with Generally Accepted Accounting Principles.

         "Notes" shall mean the Facility A Notes, Swingline Note and Facility B 
Notes.
                                       13
<PAGE>   19

         "Overdue Rate" shall mean (a) in respect of principal of Floating Rate
Loans, a rate per annum that is equal to the sum of three percent (3%) per annum
plus the Floating Rate, (b) in respect of principal of Eurodollar Rate Loans, a
rate per annum that is equal to the sum of three percent (3%) per annum plus the
per annum rate in effect thereon until the end of the then current Interest
Period for such Loan and, thereafter, a rate per annum that is equal to the sum
of three percent (3%) per annum plus the Floating Rate, and (c) in respect of
other amounts payable by the Company hereunder (other than interest), a per
annum rate that is equal to the sum of three percent (3%) per annum plus the
Floating Rate.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA.

         "Permitted Liens" shall mean Liens permitted by Section 5.2(d) hereof.

         "Person" or "person" shall include an individual, a corporation, an
association, a partnership, a trust or estate, a joint stock company, an
unincorporated organization, a joint venture, a trade or business (whether or
not incorporated), a government (foreign or domestic) and any agency or
political subdivision thereof, or any other entity.

         "Plan" shall mean any pension plan (including a Multiemployer Plan)
subject to Title IV of ERISA or to the minimum funding standards of Section 412
of the Code which has been established or maintained by the Company, any
Guarantor or any ERISA Affiliate.

         "Prime Rate" shall mean the per annum rate announced by the Agent from
time to time as its "prime rate" (it being acknowledged that such announced rate
may not necessarily be the lowest rate charged by the Agent to any of its
customers); which Prime Rate shall change simultaneously with any change in such
announced rate.

         "Prohibited Transaction" shall mean any transaction involving any Plan
which is proscribed by Section 406 of ERISA or Section 4975 of the Code and to
which no statutory or administrative exemption applies.

         "Reportable Event" shall mean a reportable event with respect to any
Plan as described in Section 4043(c) of ERISA, excluding those events as to
which the thirty (30) day notice period is waived under Part 2615 of the
regulations promulgated by the PBGC under ERISA.

         "Rental Expense" shall mean, with respect to any Person, for any
period, the aggregate of all amounts paid or accrued in respect of Rental
Obligations for such period, as determined in accordance with GAAP.

         "Rental Obligations" shall mean, with respect to any Person, for any
period, all rental obligations for which such Person is directly or indirectly
liable (as lessee or as guarantor or as other surety) under all leases in effect
or to be in effect at any time during such period, other than under any Capital
Lease, all as determined in accordance with GAAP.

         "Required Lenders" shall mean Lenders holding not less than (i) 66% of
the aggregate principal amount of the Advances then outstanding or (ii) 66% of
the Commitments if no Advances are then outstanding.

                                       14
<PAGE>   20

         "Requirement of Law" shall mean as to any person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon such person or any of its property to which such person or
any of its property is subject.

         "Revolving Credit Loan" shall mean any borrowing under Section 2.1 (a)
evidenced by the Facility A Note and made pursuant to Section 2.1(a).

         "Saturn Tooling Project" shall mean the approximately $31,800,000
tooling project undertaken by the Company in connection with Saturn's Innovate
line, which project is expected to conclude by July of 1999.

         "Security Agreement" shall mean each security agreement entered into by
the Company or any Guarantor (other than MS and Holdings) for the benefit of the
Agent and the Lenders pursuant to this Agreement or the Existing Credit
Agreement in substantially the form of Exhibit C hereto, as amended or modified
from time to time.

         "Security Documents" shall mean, collectively, the Security Agreements,
the Guaranties, the Letter of Credit Documents, any pledge agreement, any note
assignment agreement and all other related agreements and documents, including
financing statements and similar documents, delivered pursuant to this Agreement
or otherwise entered into by any person to secure the Advances.

         "Senior Notes" shall mean the 11 7/8% Senior Notes due 2006 issued by
the Company in the original aggregate principal amount of $85,000,000 and issued
pursuant to the Senior Note Indenture.

         "Senior Note Documents" shall mean the Senior Note Indenture, the
Senior Notes and all instruments, agreements and documents executed in
connection therewith at any time.

         "Senior Note Debt" shall mean all present and future indebtedness,
obligations and liabilities outstanding pursuant to the Senior Note Documents
including, without limitation, any senior notes due 2006 issued by the Company
in an original principal amount of $85,000,000 for which the Senior Notes are
exchangeable pursuant to a registered exchange offer effectuated by the Company
pursuant to the Registration Rights Agreement (as defined in the Senior Note
Indenture) and the guaranties of the Senior Notes by each of MS, Holdings and
Export.

         "Senior Note Indenture" shall mean the indenture dated as of August 1,
1996 by and among the Company, MS, Holdings, Export and Norwest Bank Minnesota,
N.A., as trustee, as the same may be amended from time.

         "Senior Secured Funded Debt" of any person, as of any date, shall mean
all Funded Debt which is secured by Liens.

         "Senior Secured Funded Debt Ratio" shall mean, as of any date, the
ratio of (a) Senior Secured Funded Debt as of such date to (b) EBITDA, as
calculated for the four consecutive fiscal quarters of the Company most recently
ended.

         "SOFEDIT" shall mean Societe Financiere de Developpement Industrial et
Technologique, a French societe anonyme.

                                       15
<PAGE>   21


         "SOFEDIT Shareholders" shall mean the Persons set forth on Schedule
1.1(a) attached hereto and any Permitted Transferees under and as defined in
that certain Stockholders Agreement dated as of April 14, 1998 among MS and
certain of its stockholders.

         "Solvent" when used with respect to any person, means that, as of any
date of determination, (a) the amount of the "present fair saleable value" of
the assets of such person will, as of such date, exceed the amount of all
"liabilities of such person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such person will, as of such date, be greater
than the amount that will be required to pay the liability of such person on its
debts as such debts become absolute and matured, (c) such person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

         "Subordinated Debt" of any person shall mean, as of any date, that
Indebtedness of such person for borrowed money which is expressly subordinate
and junior in right and priority of payment to the Advances and other
Indebtedness of such person to the Lenders in manner and by written agreement
satisfactory in form and substance to the Required Lenders.

         "Subordinated Debt Documents" shall mean each of the agreements,
instruments and documents described on Schedule 1.1(b).

         "Subsidiary" of any person shall mean any other person (whether now
existing or hereafter organized or acquired) in which (other than directors
qualifying shares required by law) at least a

                                       16


<PAGE>   22


majority of the securities or other ownership interests of each class having
ordinary voting power or analogous right (other than securities or other
ownership interests which have such power or right only by reason of the
happening of a contingency), at the time as of which any determination is being
made, are owned, beneficially and of record, by such person or by one or more of
the other Subsidiaries of such person or by any combination thereof. Unless
otherwise specified, reference to "Subsidiary" shall mean a Subsidiary of the
Company.

         "Swingline Facility" shall have the meaning specified in Section 2.1
(d).

         "Swingline Loan" shall mean any borrowing under Section 2.4 evidenced
by the Swingline Note and made pursuant to Section 2.1(d).

         "Swingline Note" shall mean any promissory note of the Company
evidencing the Swingline Loans, in substantially the same form annexed hereto as
Exhibit B-3, as amended or modified from time to time and together with any
promissory note or notes issued in exchange or replacement therefor.

         "Termination Date A" shall mean the earlier to occur of (a) August 13,
2001 and (b) the date on which the Facility A Commitment shall be terminated
pursuant to Section 2.2 or 6.2.

         "Termination Date B" shall mean the earlier to occur of (a) March 31,
1999 and (b) the date on which the Facility B Commitment shall be terminated
pursuant to Section 2.2 or 6.2.

         "Termination Date C" shall mean the earlier to occur of (a) July 1,
1999 and (b) the date on which the Facility C Commitment shall be terminated
pursuant to Section 2.2 or 6.2.

         "Total Commitments" shall mean the aggregate amount of Commitments of
all Lenders as set forth on the last signature page of this Agreement, as
reduced or modified from time to time pursuant to Section 2.3(a) or 8.6.

         "Unfunded Benefit Liabilities" shall mean, with respect to any Plan as
of any date, the amount of the unfunded benefit liabilities determined in
accordance with Section 4001(a)(18) of ERISA.

         1.2 Other Definitions; Rules of Construction. As used herein, the terms
"Agent",  "Lenders",  "Company" and "this  Agreement"  shall have the respective
meanings ascribed thereto in the introductory  paragraph of this Agreement,  and
the term  "Guaranteed  Obligations"  shall have the meaning  ascribed thereto in
Section 8.1 of this Agreement. Such terms, together with the other terms defined
in Section 1.1, shall include both the singular and the plural forms thereof and
shall be construed  accordingly.  All  computations  required  hereunder and all
financial  terms used  herein  shall be made or  construed  in  accordance  with
Generally Accepted Accounting Principles unless such principles are inconsistent
with the express  requirements of this Agreement;  provided that, if the Company
notifies the Agent that the Company wishes to amend any covenant in Article V to
eliminate the effect of any change in Generally Accepted  Accounting  Principles
in the operation of such covenant (or if the Agent notifies the Company that the
Required  Lenders wish to amend Article V for such purpose),  then the Company's
compliance  with such  covenant  shall be  determined  on the basis of Generally
Accepted Accounting  Principles in effect immediately before the relevant change
in Generally Accepted Accounting Principles became effective,  until either such
notice is withdrawn or such covenant is amended in a manner  satisfactory to the
Company and the  Required  Lenders.  Use of the terms  "herein",  "hereof",  and
"hereunder" shall be deemed references to this Agreement in its entirety and not
to the Section or clause in which such term 

                                       17
<PAGE>   23
appears.  References to "Sections"  and  "subsections"  shall be to Sections and
subsections,  respectively,  of this  Agreement  unless  otherwise  specifically
provided.


                                    ARTICLE 2
            THE COMMITMENTS, THE SWINGLINE FACILITY AND THE ADVANCES

    2.1 Commitment of the Lenders and the Swingline Facility.

         (a) Facility A Advances.  Each Lender agrees,  for itself only, subject
to the terms and conditions of this  Agreement,  to make Facility A Loans and to
participate  in Letter of Credit  Advances  under Facility A pursuant to Section
2.4 and Section 3.3 from time to time to but excluding  Termination  Date A, not
to exceed in  aggregate  principal  amount at any time  outstanding  the  amount
determined pursuant to Section 2.1(e).

         (b) Facility B Loans. Each Lender agrees,  for itself only,  subject to
the terms and  conditions of this  Agreement,  to make Term Loans to the Company
pursuant  to  Section  2.4 and  Section  3.3 from time to time to but  excluding
Termination  Date B, not to exceed  in  aggregate  principal  amount at any time
outstanding the amount determined pursuant to Section 2.1(e).

         (c) Facility C Advances.  Each Lender agrees,  for itself only, subject
to the terms and conditions of this Agreement, to make Letter of Credit Advances
under Facility C to the Company pursuant to Section 2.4 from time to time to but
excluding Termination Date C, not to exceed in aggregate principal amount at any
time   outstanding   the  amount   determined   pursuant   to  Section   2.1(e).
Notwithstanding  anything  herein to the  contrary,  any  Facility  C Letters of
Credit  outstanding  on  Termination  Date  C  shall   automatically  be  deemed
outstanding  under  Facility  A as of  Termination  Date C ,  subject to Section
2.1(e).

         (d) Swingline Loans.

              (i) The Company may request the Agent to make,  and the Agent may,
in its sole discretion, make Swingline Loans to the Company from time to time on
any Business Day during the period from the date hereof until Termination Date A
in an  aggregate  principal  amount  not to exceed at any time the lesser of (A)
$5,000,000 and (B) the aggregate amount of Facility A Advances that could be but
is not  borrowed  as of such date under  Facility  A. Each  Lender's  Facility A
Commitment shall be deemed utilized by an amount equal to such Lender's pro rata
share (based on such Lender's  Facility A Commitment) of each Swingline Loan for
purposes of determining the amount of Facility A Advances required to be made by
such  Lenders,  but no Lender's  Facility A  Commitment,  including the Agent's,
shall be deemed  utilized  for  purposes of  determining  commitment  fees under
Section 2.3(a). Swingline Loans shall bear interest at the Floating Rate. Within
the  limits  of the  Swingline  Facility,  so long  as the  Agent,  in its  sole
discretion,  elects to make Swingline Loans, the Company may borrow and reborrow
under this Section 2.1(d)(i).

              (ii) The Agent may at any time in its sole and absolute discretion
require that any Swingline  Loan be refunded by a Floating Rate  Borrowing  from
the Lenders, and upon written notice thereof by the Agent to the Lenders and the
Company, the Company shall be deemed to have requested a Floating Rate Borrowing
under  Facility A in an amount equal to the amount of such  Swingline  Loan, and
such Floating Rate Borrowing  shall be made to refund such Swingline  Loan. Each
Lender shall be absolutely  and  unconditionally  obligated to fund its pro rata
share (based on such 

                                       18
<PAGE>   24
Lender's commitment) of such Floating Rate Borrowing or, if applicable, purchase
a participating  interest in the Swingline Loans pursuant to Section 2.1(d)(iii)
and such  obligation  shall  not be  affected  by any  circumstance,  including,
without limitation, (A) any set-off, counterclaim,  recoupment, defense or other
right which such Lenders has or may have against the Agent or the Company or any
if its Subsidiaries or anyone else for any reason whatsoever; (B) the occurrence
or  continuance  of a  Default  or an  Event  of  Default,  subject  to  Section
2.1(d)(iii); (C) any adverse change in the condition (financial or otherwise) of
the Company or any of its Subsidiaries;  (D) any breach of this Agreement or any
other  agreement by any other Lender,  the Company or any Guarantor;  or (E) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing  (including without limitation the Company's failure to satisfy
any  conditions  contained  in  Article  II  or  any  other  provision  of  this
Agreement).

              (iii) If, for any reason (including without limitation as a result
of the  occurrence  of an Event of Default with respect to the Company or any of
its Subsidiaries  pursuant to Section 6.1(h) Floating Rate Loans may not be made
by the Lenders as described in Section  2.1(d)(ii),  then (A) the Company agrees
that each  Swingline  Loan not paid  pursuant to Section  2.1(d)(ii)  shall bear
interest, payable on demand by the Agent, at the Overdue Rate, and (B) effective
on the date each such Floating Rate Loan would  otherwise  have been made,  each
Lender severally agrees that it shall  unconditionally and irrevocably,  without
regard  to the  occurrence  of any  Default  or Event of  Default  or any  other
circumstances,  in lieu of deemed  disbursement  of loans, to the extent of such
Lender's  Facility  A  Commitment,  purchase  a  participating  interest  in the
Swingline Loans by paying its participation percentage thereof. Each Lender will
immediately  transfer  to the  Agent,  in same  day  funds,  the  amount  of its
participation. After such payment to the Agent, each Lender shall share on a pro
rata  basis  (calculated  by  reference  to its  Facility A  Commitment)  in any
interest  which accrues  thereon and in all  repayments  thereof.  If and to the
extent that any Lender  shall not have so made the amount of such  participating
interest  available to the Agent, such Lender and the Company severally agree to
pay to the Agent forthwith on demand such amount together with interest thereon,
for each day from the date of demand by the Agent  until the date such amount is
paid  to the  Agent,  at (x) in the  case  of the  Company,  the  interest  rate
specified  above and (y) in the case of such Lender,  the Federal Funds Rate for
the first five days after the date of demand by the Agent and  thereafter at the
interest rate specified above.

              (e) Limitation on Amount of Advances.  Notwithstanding anything in
this Agreement to the contrary, the aggregate principal amount of the Facility A
Advances at any time  outstanding to the Company  hereunder shall not exceed the
lesser of (i) the amount of the Borrowing  Base at such time minus the aggregate
outstanding  amount of Facility C Advances  at such time and (ii) the  aggregate
amount of the Facility A Commitments at such time, provided,  however, that: (i)
the aggregate  amount of Facility A Letter of Credit  Advances  shall not exceed
$3,000,000  at any  time.  Notwithstanding  anything  in this  Agreement  to the
contrary,  the  aggregate  principal  amount of the Facility B Loans at any time
outstanding to the Company shall not exceed the aggregate amount of the Facility
B  Commitments  at such time  provided,  that any Facility B Loan repaid may not
thereafter  be  reborrowed.  Notwithstanding  anything in this  Agreement to the
contrary,  the aggregate principal amount of the Facility C Advances at any time
outstanding  to the  Company  hereunder  shall not  exceed the lesser of (i) the
amount of the Borrowing Base at such time minus the aggregate outstanding amount
of  Facility  A  Advances  at such  time and (ii) the  aggregate  amount  of the
Facility C Commitments at such time

     2.2      Termination and Reduction of Commitments.

              (a) The Company  shall have the right to  terminate  or reduce the
Commitments  at any time and from time to time at its option,  provided that (i)
the Company  shall give notice of such 

                                       19
<PAGE>   25
termination or reduction to the Agent (with sufficient  executed copies for each
Lender)  specifying  the amount and effective  date  thereof,  (ii) each partial
reduction of the  Commitments  shall be in a minimum amount of $1,000,000 and in
an integral  multiple of $1,000,000  and shall reduce the  Commitments of all of
the Lenders proportionately in accordance with the respective commitment amounts
for each such  Lender set forth in the  signature  pages  hereof next to name of
each such Lender, (iii) no such termination or reduction shall be permitted with
respect to any  portion of the  Commitments  as to which a request for a Advance
pursuant to Section  2.4 is then  pending  and (iv) the  Commitments  may not be
terminated if any Advances are then outstanding and may not be reduced below the
principal  amount of Advances then  outstanding.  The Commitments or any portion
thereof  terminated or reduced pursuant to this Section 2.2, whether optional or
mandatory, may not be reinstated.

         (b) For  purposes  of this  Agreement,  a Letter of Credit  Advance (i)
shall be deemed  outstanding in an amount equal to the sum of the maximum amount
available to be drawn under the related Letter of Credit on or after the date of
determination and on or before the stated expiry date thereof plus the amount of
any draws under such Letter of Credit that have not been  reimbursed as provided
in Section 3.3 and (ii) shall be deemed  outstanding  at all times on and before
such stated  expiry date or such earlier date on which all amounts  available to
be drawn under such Letter of Credit have been fully drawn, and thereafter until
all related reimbursement obligations have been paid pursuant to Section 3.3. As
provided in Section  3.3,  upon each payment made by the Agent in respect of any
draft or other demand for payment under any Letter of Credit,  the amount of any
Letter of Credit Advance outstanding  immediately prior to such payment shall be
automatically  reduced by the amount of each Loan deemed  advanced in respect of
the related reimbursement obligation of the Company.

     2.3      Fees.

         (a) (i) The Company  agrees to pay to each Lender a  commitment  fee on
the daily average unused amount of its respective Facility A Commitment, for the
period from the  Effective  Date to but excluding  Termination  Date A, at a per
annum rate equal to the  Applicable  Margin.  (ii) The Company  agrees to pay to
each  Lender  a  commitment  fee on  the  daily  average  unused  amount  of its
respective Facility B Commitment,  for the period from the Effective Date to but
excluding Termination Date B, at a rate equal to one-half of one percent (1/2 of
1%) per annum.  (iii) The Company  agrees to pay to each Lender a commitment fee
on the daily average unused amount of its respective Facility C Commitment,  for
the period from the Effective Date to but excluding Termination Date C, at a per
annum rate equal to the  Applicable  Margin.  Accrued  commitment  fees shall be
payable  quarterly  in arrears on the last  Business  Day of each  March,  June,
September  and  December,  commencing  on the first such  Business Day occurring
after the Effective Date, and on the respective Termination Date.

         (b) On or before the date of  issuance  of any  Letter of  Credit,  the
Company  agrees (i) to pay to the Lenders a fee  computed at a rate equal to the
Applicable  Margin of the maximum amount available to be drawn from time to time
under  such  Letter of Credit  for the  period  from and  including  the date of
issuance of such  Letter of Credit to and  including  the stated  expiry date of
such Letter of Credit,  and (ii) if there is more than one Lender party  hereto,
to pay an additional  fee to the Agent for its own account  computed at the rate
of  one-quarter  of one percent (1/4 of 1%) per annum of such maximum amount for
such period.  Such fees are  nonrefundable and the Company shall not be entitled
to any rebate of any  portion  thereof if such  Letter of Credit does not remain
outstanding  through its stated expiry date or for any other reason. The Company
further  agrees to pay to the  Agent,  on  demand,  such  other  reasonable  and
customary  administrative  fees, charges and expenses of the Agent in respect of
the issuance, negotiation,  acceptance,  amendment, transfer and payment of such
Letter of Credit or 

                                       20
<PAGE>   26
other wise payable pursuant to the application and related documentation under 
which such Letter of Credit is issued.

         (c) The Company agrees to pay to the Agent such reasonable fees in such
amounts as may from time to time be agreed upon by the Company and the Agent.

     2.4      Disbursement of Advances.

         (a) The  Company  shall give the Agent  notice of its  request for each
Advance (other than for a Swingline Loan) in substantially the form of Exhibit D
hereto not later than 10:00 a.m. Detroit time (i) four Eurodollar  Business Days
prior to the date such  Advance is requested to be made if such Advance is to be
made as a Eurodollar  Rate Loan,  (ii) five  Business Days prior to the date any
Letter of Credit  Advance is  requested  to be made,  and (iii) one Business Day
prior to the date such Advance is requested to be made in all other cases, which
notice shall  specify  whether a  Eurodollar  Rate Loan,  Floating  Rate Loan or
Letter  of  Credit  Advance  is  requested  and,  in the case of each  requested
Eurodollar  Rate Loan,  the Interest  Period to be initially  applicable to such
Loan and, in the case of each Letter of Credit Advance,  such information as may
be necessary for the issuance  thereof by the Agent.  The Agent,  not later than
the Business Day next  succeeding  the day such notice is given,  shall  provide
notice  of such  requested  Advance  to each  Lender.  Subject  to the terms and
conditions of this Agreement,  the proceeds of each such requested Loan shall be
made available to the Company by depositing the proceeds  thereof in immediately
available  funds, in an account  maintained and designated by the Company at the
principal  office of the  Agent.  Subject  to the terms and  conditions  of this
Agreement,  the  Agent  shall,  on the date any  Letter  of  Credit  Advance  is
requested  to be made,  issue  the  related  Letter  of  Credit on behalf of the
Lenders for the account of the Company.  Notwithstanding  anything herein to the
contrary,  the Agent may decline to issue any requested  Letter of Credit on the
basis  that  the  beneficiary,  the  purpose  of  issuance  or the  terms or the
conditions of drawing are unacceptable to it in its reasonable discretion.


         (b) Each  Lender,  on the date any  Borrowing  in the form of a Loan is
requested to be made, shall make its pro rata share of such Borrowing  available
in immediately available, freely transferable, cleared funds for disbursement to
the  Company  pursuant  to the terms and  conditions  of this  Agreement  at the
principal office of the Agent.  Unless the Agent shall have received notice from
any Lender  prior to the date such  Borrowing is requested to be made under this
Section 2.4 that such Lender will not make  available to the Agent such Lender's
pro rata  portion of such  Borrowing,  the Agent may assume that such Lender has
made such portion available to the Agent on the date such Borrowing is requested
to be made in accordance with this Section 2.4. If and to the extent such Lender
shall not have so made such pro rata portion  available to the Agent,  the Agent
may (but shall not be obligated  to) make such amount  available to the Company,
and such Lender and the Company severally agree to pay to the Agent forthwith on
demand such amount  together with interest  thereon,  for each day from the date
such  amount is made  available  to the Company by the Agent until the date such
amount is repaid to the Agent,  at the Federal  Funds Rate. If such Lender shall
pay such amount to the Agent together with  interest,  such amount so paid shall
constitute  a Loan by such  Lender as a part of such the related  Borrowing  for
purposes  of this  Agreement.  The  failure  of any  Lender to make its pro rata
portion of any such Borrowing available to the Agent shall not relieve any other
Lender  of its  obligations  to make  available  its pro  rata  portion  of such
Borrowing on the date such  Borrowing  is  requested  to be made,  but no Lender
shall be  responsible  for  failure  of any  other  Lender to make such pro rata
portion available to the Agent on the date of any such Borrowing.

                                       21
<PAGE>   27

         (c) The Facility A Loans shall be evidenced by the Facility A Note, the
Facility B Loans shall be evidenced by the Facility B Notes, the Swingline Loans
shall be  evidenced  by the  Swingline  Note and all such Loans shall be due and
payable and bear  interest as  provided  in Article  III.  Each Lender is hereby
authorized by the Company to record on the schedule attached to the Notes, or in
its books and records,  the date,  amount and type of each Loan and the duration
of the related  Eurodollar  Interest Period (if applicable),  the amount of each
payment or prepayment of principal thereon,  and the other information  provided
for on such schedule,  which schedule or books and records,  as the case may be,
shall constitute prima facie evidence of the information so recorded,  provided,
however,  that failure of any Lender to record,  or any error in recording,  any
such  information  shall not relieve the Company of its  obligation to repay the
outstanding  principal  amount of the Loans,  all accrued  interest  thereon and
other amounts  payable with respect  thereto in accordance with the terms of the
Notes and this Agreement. Subject to the terms and conditions of this Agreement,
the Company  may borrow  Loans under this  Section  2.4 and under  Section  3.3,
prepay  Loans  pursuant  to Section 3.1 and  reborrow  Facility A Loans (but not
Facility B Loans) under this Section 2.4 and under Section 3.3.


         (d)  Nothing  in this  Agreement  shall  be  construed  to  require  or
authorize any Lender to issue any Letter of Credit, it being recognized that the
Agent has the sole obligation under this Agreement to issue Letters of Credit on
behalf of the Lenders,  and the Commitment of each Lender with respect to Letter
of Credit Advances is expressly conditioned upon the Agent's performance of such
obligations.  Upon such issuance by the Agent,  each Lender shall  automatically
acquire a pro rata risk participation  interest in such Letter of Credit Advance
based on the amount of its  respective  Commitment.  If the Agent  shall honor a
draft or other demand for payment  presented or made under any Letter of Credit,
the Agent shall provide  notice thereof to each Lender on the date such draft or
demand is honored  unless the Company  shall have  satisfied  its  reimbursement
obligation  under Section 3.3 by payment to the Agent on such date. Each Lender,
on such date,  shall  make its pro rata  share of the  amount  paid by the Agent
available in immediately  available  funds at the principal  office of the Agent
for the account of the Agent.  If and to the extent  such Lender  shall not have
made such pro rata portion  available to the Agent,  such Lender and the Company
severally  agree to pay to the Agent  forthwith  on demand such amount  together
with  interest  thereon,  for each day from the date such amount was paid by the
Agent  until such amount is so made  available  to the Agent at a per annum rate
equal to the  Federal  Funds Rate.  If such Lender  shall pay such amount to the
Agent together with such interest,  such amount so paid shall  constitute a Loan
by  such  Lender  as  part  of  the  Borrowing   disbursed  in  respect  of  the
reimbursement  obligation  of the Company under Section 3.3 for purposes of this
Agreement.  The  failure of any Lender to make its pro rata  portion of any such
amount  paid by the Agent  available  to the Agent  shall not  relieve any other
Lender of its  obligation to make available its pro rata portion of such amount,
but no Lender shall be responsible  for failure of any other Lender to make such
pro rata portion available to the Agent.


       2.5 Conditions for First Disbursement. The obligation of the Lenders to
make the first  Advance  hereunder  is subject to receipt by each Lender and the
Agent of the following  documents and  completion of the following  matters,  in
form and substance satisfactory to each Lender and the Agent:


         (a) Corporate Documents.  Certified copies of such corporate documents,
resolutions and incumbency certificates as requested by the Agent;

 
                                     22
<PAGE>   28

         (b) Notes.  The Notes duly  executed  on behalf of the Company for each
Lender;

         (c) Security Documents.  The Security Documents duly executed on behalf
of the Company and each Guarantor (other than MS and Holdings),  as the case may
be,  granting to the Lenders and the Agent the collateral and security  intended
to  be  provided  pursuant  to  Section  2.11,   together  with  such  financing
statements, UCC searches, pledge agreement,  instruments, stock certificates and
other documents in connection therewith requested by the Agent;

         (d) Casualty and Other Insurance.  Evidence that the casualty and other
insurance  required pursuant to Section 5.1(c) and each Security Agreement is in
full force and effect;

         (e) Legal  Opinions.  The favorable  written opinion of counsel for the
Company and each Guarantor in form and substance satisfactory to the Agent;

         (f) Fees. Payment of any fees due as of the Effective Date;

         (g) Subordinated Debt Documents. Copies of all agreements and documents
relating to any Subordinated Debt, all of which are described on Schedule 1.1(b)
hereto,  and  amendments  to all such  Subordinated  Debt  Documents  in form or
substance satisfactory to the Agent;

         (h)  Saturn  Tooling  Project.  A  certificate  relating  to the Saturn
Tooling Project  executed by the Company with respect to all matters referred to
in Section 5.1(d)(ix) and a report as to the achievement of milestones under the
Saturn Tooling Project; and

         (i) Miscellaneous.  Such other documents,  and completion of such other
matters, as the Agent may reasonably request.



        2.6 Further Conditions for Disbursement. The obligation of the Lenders
to make any Advance (including the first Advance), or any continuation
or conversion under Section 2.7 is further subject to the satisfaction of the
following conditions precedent:

         (a) The representations  and warranties  contained in Article IV hereof
and in the  Security  Documents  shall be true and correct on and as of the date
such  Advance  is made (both  before and after such  Advance is made) as if such
representations and warranties were made on and as of such date;

         (b) No Default or Event of Default  shall exist or shall have  occurred
and be continuing on the date such Advance is made (whether before or after such
Advance is made);

         (c) The Agent  shall  have  received  the most  recent  Borrowing  Base
Certificate required hereunder;

         (d) In the case of any Letter of Credit Advance, the Company shall have
delivered to the Agent an application for the related Letter of Credit and other
related  documentation  requested by and  acceptable to the Agent  appropriately
completed and duly executed on behalf of the Company; and

                                       23
<PAGE>   29


         (e) In the  case  of any  Facility  B  Loan,  the  Company  shall  have
delivered to the Agent evidence  satisfactory  to the Agent that (i) the Company
is  purchasing  Eligible  Fixed  Assets  with such  Facility  B Loan,  (ii) such
Facility B Loan does not exceed 50% of the hard cost of any new  Eligible  Fixed
Asset being purchased therewith;  (iii) simultaneously with making such Facility
B Loan the Company  will own such  Eligible  Fixed Asset and the Agent,  for the
benefit of itself and the Lenders, shall have a first priority security interest
in such Eligible Fixed Asset pursuant to the Security Agreement.

The Company shall be deemed to have made a representation and warranty to the
Lenders at the time of the making of, and the continuation or conversion of,
each Advance to the effects set forth in clauses (a) and (b) of this Section
2.6. For purposes of this Section 2.6 the representations and warranties
contained in Section 4.6 hereof shall be deemed made with respect to both the
financial statements referred to therein and the most recent financial
statements delivered pursuant to Section 5.1(d)(ii) and (iii). The schedules
referenced in the representations and warranties in this Agreement may be
amended from time to time by the Company provided that such amendments reflect
transactions permitted by the Agreement or are immaterial, and shall be
effective when consented to by the Agent.

         2.7  Subsequent  Elections  as to Loans.  The  Company may elect (a) to
continue  a  Eurodollar  Rate  Loan of one  type,  or a  portion  thereof,  as a
Eurodollar  Rate Loan of the then  existing  type or (b) may elect to  convert a
Eurodollar  Rate Loan of one type,  or a portion  thereof,  to a Loan of another
type or (c) elect to convert a Floating  Rate Loan, or a portion  thereof,  to a
Eurodollar  Rate  Loan,  in each case by giving  notice  thereof to the Agent in
substantially  the form of Exhibit E hereto  not later  than 10:00 a.m.  Detroit
time four Eurodollar Business Days prior to the date any such continuation of or
conversion to a Eurodollar Rate Loan is to be effective and not later than 10:00
a.m.  Detroit  time one  Business  Day  prior to the date such  continuation  or
conversion is to be effective in all other cases,  provided that an  outstanding
Eurodollar  Rate Loan may only be  converted on the last day of the then current
Interest  Period  with  respect  to  such  Loan,  and  provided,  further,  if a
continuation  of a Loan as, or a conversion of a Loan to, a Eurodollar Rate Loan
is  requested,  such  notice  shall  also  specify  the  Interest  Period  to be
applicable  thereto upon such  continuation or conversion.  The Agent, not later
than the  Business  Day next  succeeding  the day such  notice is  given,  shall
provide notice of such election to the Lenders.  If the Company shall not timely
deliver such a notice with respect to any outstanding  Eurodollar Rate Loan, the
Company shall be deemed to have elected to convert such  Eurodollar Rate Loan to
a Floating  Rate Loan on the last day of the then current  Interest  Period with
respect to such Loan.

         2.8 Limitation of Requests and Elections. Notwithstanding any other 
provision of this Agreement to the contrary, (a) the Company may not
elect any Eurodollar Rate Loan, including any conversion to a Eurodollar Rate
Loan, and shall not be entitled to request any Eurodollar Rate Loan or any
conversion to a Eurodollar Rate Loan if, upon receiving a request for a
Eurodollar Rate Loan pursuant to Section 2.4, or a request for a continuation
of a Eurodollar Rate Loan as a Eurodollar Rate Loan of the then existing type,
or a request for a conversion of a Floating Rate Loan to a Eurodollar Rate Loan
pursuant to Section 2.7, (i) in the case of any Eurodollar Rate Loan, deposits
in Dollars for periods comparable to the Eurodollar Interest Period elected by
the Company are not available to any Lender in the London interbank market,
(ii) the Eurodollar Rate will not adequately and fairly reflect the cost to any
Lender of making, funding or maintaining the related Eurodollar Rate Loan, or
(iii) by reason of national or international financial, political or economic
conditions or by reason of any applicable law, treaty or other international
agreement, rule or regulation (whether domestic or foreign) now or hereafter in
effect, or the interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by any Lender with any guideline, request or directive of such
authority (whether or not having the force of law), including without
limitation 

                                       24

<PAGE>   30
exchange  controls,  it is  impracticable,  unlawful or impossible for, or shall
limit or impair the ability of, (i) any Lender to make or fund the relevant Loan
or to  continue  such Loan as a Loan of the then  existing  type or to convert a
Loan to such a Loan or (ii) the  Company to make or any  Lender to  receive  any
payment under this Agreement at the place specified for payment  hereunder or to
freely  convert any amount paid into  Dollars at market  rates of exchange or to
transfer any amount paid or so converted to the address of its principal  office
specified in Section  9.2,  then the Company  shall not be entitled,  so long as
such circumstances  continue, to request a Loan of the affected type pursuant to
Section 2.4 or a  continuation  of or  conversion to a Loan of the affected type
pursuant to Section 2.7. In the event that such  circumstances  no longer exist,
the Company  shall be entitled to request Loans of the affected type pursuant to
Section 2.4, and  continuations of and conversions to Loans of the affected type
pursuant to Section 2.7.

         2.9 Minimum Amount;  Limitation on Number of Loans; Etc. Except for (a)
Advances which exhaust the entire  remaining  amount of the  Commitments and (b)
payments required pursuant to Section 3.1 or Section 3.8:

              (i) With  respect to Facility A Advances  and Facility C Advances:
(A) each such  Floating Rate Advance and each  prepayment  thereof shall be in a
minimum  amount of $500,000 and in integral  multiples of $10,000;  and (B) each
such Eurodollar  Rate Advance and each prepayment  thereof shall be in a minimum
amount of $1,000,000 and in integral multiples of $100,000.

              (ii) With respect to Facility B Loans: (A) each such Floating Rate
Loan and each prepayment  thereof shall be in a minimum amount of $250,000;  and
(B)  each  such  Eurodollar  Rate  Loan  and each  prepayment,  continuation  or
conversion  thereof shall be in a minimum  amount of $1,000,000  and in integral
multiples of $100,000;  provided,  however,  that any amounts  repaid or prepaid
shall not be available to be reborrowed.

         2.10 Borrowing Base Adjustments. The Company agrees that if at any time
any trade account receivable,  any inventory, any fixed asset or any other asset
of the  Company  fails  to  constitute  Eligible  Account  Receivable,  Eligible
Inventory,  Eligible Tooling Inventory or Eligible Fixed Assets, as the case may
be, for any reasonable  reason,  the Agent may, at any time and  notwithstanding
any prior  classification  of  eligibility,  classify  such asset or property as
ineligible  and  exclude the same from the  computation  of the  Borrowing  Base
without in any way  impairing  the rights of the Lenders and the Agent in and to
the same under the Security Agreements.

         2.11  Security  and  Collateral.  To secure the payment when due of the
Notes and all other  obligations  of the Company  under the Loan  Documents  and
under any  Hedging  Contract to the  Lenders  and the Agent,  the Company  shall
execute and deliver,  or cause to be executed and delivered,  to the Lenders and
the Agent Security Documents granting the following:

              (a)  Security  interests  in  all  present  and  future  accounts,
inventory, general intangibles, chattel paper, instruments, equipment, fixtures,
and all other personal property of the Company.

              (b)  Security  interests  in  all  present  and  future  accounts,
inventory,  general tangibles, chattel paper, instruments,  equipment,  fixtures
and all other personal property of the Guarantors other than MS and Holdings.

              (c) Guarantees of each Guarantor.

                                       25
<PAGE>   31

              (d) All other  security and  collateral  described in the Security
Documents (other than real property).


                                    ARTICLE 3
                      PAYMENTS AND PREPAYMENTS OF ADVANCES

              3.1   Principal Payments and Prepayments.

              (a) Unless earlier payment is required under this  Agreement,  the
Company shall pay to the Lenders on  Termination  Date A the entire  outstanding
principal amount of the Facility A Loans.

              (b) Unless earlier payment is required under this  Agreement,  the
Company  shall  pay to the  Lenders  the  outstanding  principal  amount  of the
Facility  B Loan in ten  equal  consecutive  quarterly  installments  with  each
payment equal to one-tenth of the outstanding balance of the Facility B Loans on
June 30, 1999,  commencing on June 30, 1999, payable on the last Business Day of
each  March,  June,  September  and  December  and on the  Maturity  Date of the
remaining balance of the Facility B Loans shall be paid in full.

              (c) The  Company  may at any time and from time to time prepay all
or a portion of the Loans,  without  premium or penalty,  provided  that (i) the
Company  may not prepay any  portion of any Loan as to which an  election  for a
continuation of or a conversion to a Eurodollar Rate Loan is pending pursuant to
Section 2.4, and (ii) unless earlier  payment is required under this  Agreement,
any Eurodollar Rate Loan may only be prepaid on the last day of the then current
Interest Period with respect to such Loan.  Upon the giving of such notice,  the
aggregate  principal amount of such Loan or portion thereof so specified in such
notice,  together with such accrued interest and other amounts, shall become due
and payable on the specified prepayment date.

              (d) If at any time the aggregate  outstanding  principal amount of
the Facility A Advances and  Facility C Advances  (including  Letters of Credit)
shall exceed the amount allowed  pursuant to Section  2.1(e),  the Company shall
forthwith pay to the Lenders, without demand, an amount not less than the amount
of such  excess  for  application  to the  outstanding  principal  amount of the
Facility A Loans, provided that if any such prepayment would be in excess of the
outstanding  amount of the Loans,  the Company shall deliver cash  collateral to
the Agent to secure  the  outstanding  Letters  of Credit in the  amount of such
excess  which is greater than the  outstanding  Facility A Loans and the Company
hereby  grants to the Agent,  for the benefit of the Lenders,  a first  priority
lien and  security  interest in such  collateral,  and all such cash  collateral
shall be under the sole and exclusive control of the Agent.

              (e) If any Borrowing  Base  Certificate  delivered  after June 30,
1999 and  calculated as of the last day of any month  indicates an excess of the
Borrowing  Base in excess of  $15,000,000,  the  Company  shall make a mandatory
prepayment  on the Facility B Loans in an aggregate  amount equal to such excess
amount over $15,000,000. To the extent that, on the date any mandatory reduction
of outstanding  Advances under this Section 3.1 is due, the outstanding Facility
B Advances are being carried, in whole or in part, at the Eurodollar Rate and no
Default or Event of Default has occurred and is  continuing,  the Company  shall
first repay Facility B Advances being carried at the Floating Rate, and then the
Company may deposit the remaining  amount of such mandatory  repayment in a cash
collateral  account  to be held by the Agent,  for and on behalf of the  Lenders
(which shall be an  interest-bearing  account),  on such terms and conditions as
are  reasonably  acceptable  to Agent and the Required  Lenders. 


                                       26
<PAGE>   32
Subject to the terms and  conditions of said cash  collateral  account,  sums on
deposit in said cash  collateral  account shall be applied (until  exhausted) to
reduce the  principal  balance of the  Eurodollar  Rate Loans on the last day of
each Interest Period attributable to such Eurodollar Rate Loan.

         (f) All payments of the Facility B Loans, in each case whether optional
or mandatory,  shall be applied to  installments  of principal of the Facility B
Loans in the inverse order of their maturities and no partial  prepayment of the
Facility B Loans shall reduce the amount or defer the scheduled  installments of
principal required to be paid thereon.

         3.2 Interest Payments. The Company shall pay interest to the Lenders on
the unpaid principal amount of each Loan, for the period  commencing on the date
such Loan is made until such Loan is paid in full, on each Interest Payment Date
and at maturity (whether at stated maturity, by acceleration or otherwise),  and
thereafter on demand, at the following rates per annum:

              (a) During such  periods  that such Loan is a Floating  Rate Loan,
the Floating Rate.

              (b) During such periods that such Loan is a Eurodollar  Rate Loan,
the Eurodollar Rate applicable to such Loan for each related Eurodollar Interest
Period.

Notwithstanding the foregoing paragraphs (a) and (b), the Company shall pay
interest on demand by the Agent at the Overdue Rate on the outstanding principal
amount of any Loan and any other amount payable by the Company hereunder (other
than interest) at any time on or after an Event of Default if required in
writing by the Required Lenders.

         3.3      Letter of Credit Reimbursement Payments.

              (a) (i) The Company  agrees to pay to the  Lenders,  on the day on
which the Agent shall honor a draft or other  demand for  payment  presented  or
made under any Letter of Credit, an amount equal to the amount paid by the Agent
in  respect of such draft or other  demand  under such  Letter of Credit and all
expenses  paid or incurred  by the Agent  relative  thereto.  Unless the Company
shall have made such payment to the Lenders on such day,  upon each such payment
by the Agent,  the Agent shall be deemed to have  disbursed to the Company,  and
the  Company  shall be deemed  to have  elected  to  satisfy  its  reimbursement
obligation  by, a Loan bearing  interest at the Floating Rate for the account of
the Lenders in an amount  equal to the amount so paid by the Agent in respect of
such  draft or other  demand  under such  Letter of  Credit.  Such Loan shall be
disbursed notwithstanding any failure to satisfy any conditions for disbursement
of any Loan set forth in  Article  II hereof  and,  to the extent of the Loan so
disbursed,  the  reimbursement  obligation of the Company under this Section 3.3
shall be deemed satisfied;  provided,  however, that nothing in this Section 3.3
shall be deemed to constitute a waiver of any Default or Event of Default caused
by the failure to the conditions for disbursement or otherwise.

              (ii) If, for any reason (including  without limitation as a result
of the occurrence of an Event of Default with respect to the Company pursuant to
Section 6.1(h)), Floating Rate Loans may not be made by the Lenders as described
in Section 3.3(a)(i), then (A) the Company agrees that each reimbursement amount
not paid  pursuant  to the  first  sentence  of  Section  3.3(a)(i)  shall  bear
interest,  payable on demand by the Agent,  at the interest rate then applicable
to Floating  Rate Loans,  and (B)  effective on the date each such Floating Rate
Loan would otherwise have been made, each Lender  severally agrees that it shall
unconditionally and irrevocably, without regard to the occurrence of any Default
or Event of Default,  in lieu of deemed  disbursement of loans, to the extent of
such   Lender's   Commitment,   purchase  a   participating   interest  in  each
reimbursement  amount.  Each Lender will


                                       27
<PAGE>   33
immediately  transfer  to the  Agent,  in same  day  funds,  the  amount  of its
participation.  Each  Lender  shall  share on a pro rata  basis  (calculated  by
reference to its  Commitment) in any interest  which accrues  thereon and in all
repayments  thereof. If and to the extent that any Lender shall not have so made
the amount of such  participating  interest  available to the Agent, such Lender
and the Company  severally  agree to pay to the Agent  forthwith  on demand such
amount together with interest  thereon,  for each day from the date of demand by
the Agent until the date such amount is paid to the Agent, at (x) in the case of
the Company, the interest rate then applicable to Floating Rate Loans and (y) in
the case of such Lender, the Federal Funds Rate.

         (b) The reimbursement  obligation of the Company under this Section 3.3
shall be absolute,  unconditional and irrevocable and shall remain in full force
and effect until all  obligations of the Company to the Lenders  hereunder shall
have been satisfied,  and such obligations of the Company shall not be affected,
modified  or  impaired  upon  the  happening  of any  event,  including  without
limitation, any of the following,  whether or not with notice to, or the consent
of, the Company:

         (i) Any lack of validity or  enforceability  of any Letter of Credit or
any documentation relating to any Letter of Credit or to any transaction related
in any way to such Letter of Credit (the "Letter of Credit Documents");

         (ii) Any amendment, modification, waiver, consent, or any substitution,
exchange  or release of or failure to perfect  any  interest  in  collateral  or
security, with respect to any of the Letter of Credit Documents;

         (iii) The existence of any claim, setoff,  defense or other right which
the Company may have at any time against any  beneficiary  or any  transferee of
any Letter of Credit (or any persons or entities  for whom any such  beneficiary
or any such  transferee  may be  acting),  the Agent or any  Lender or any other
person  or  entity,  whether  in  connection  with any of the  Letter  of Credit
Documents,  the  transactions  contemplated  herein or therein or any  unrelated
transactions;

         (iv) Any  draft or other  statement  or  document  presented  under any
Letter of Credit proving to be forged,  fraudulent,  invalid or  insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;

         (v) Payment by the Agent to the beneficiary  under any Letter of Credit
against  presentation  of a documents  which do not comply with the terms of the
Letter of Credit,  including  failure of any  documents to bear any reference or
adequate reference to such Letter of Credit;

         (vi) Any failure,  omission,  delay or lack on the part of the Agent or
any Lender or any party to any of the  Letter of Credit  Documents  to  enforce,
assert or exercise  any right,  power or remedy  conferred  upon the Agent,  any
Lender or any such  party  under this  Agreement  or any of the Letter of Credit
Documents,  or any other acts or omissions on the part of the Agent,  any Lender
or any such party;

         (vii) Any other event or  circumstance  that  would,  in the absence of
this clause, result in the release or discharge by operation of law or otherwise
of the Company from the performance or observance of any obligation, covenant or
agreement contained in this Section 3.3.

No setoff, counterclaim, reduction or diminution of any obligation or any
defense of any kind or nature which the Company has or may have against the
beneficiary of any Letter of Credit shall be available 

                                       28
<PAGE>   34

hereunder  to the  Company  against  the Agent or any  Lender.  Nothing  in this
Section  3.3 shall  limit the  liability,  if any, of the Lenders to the Company
pursuant to Section 9.5.
        
         3.4      Payment Method.

         (a) All  payments to be made by the Company  hereunder  will be made to
the  Agent  for  the  account  of the  Lenders  in  Dollars  and in  immediately
available,  freely  transferable,  cleared funds not later than 1:00 p.m. at the
principal office of the Agent specified in Section 9.2.  Payments received after
1:00 p.m. at the place for payment  shall be deemed to be payments made prior to
1:00 p.m.  at the place for payment on the next  succeeding  Business  Day.  The
Company  hereby  authorizes  the Agent to charge its  account  with the Agent in
order to cause timely  payment of amounts due  hereunder to be made  (subject to
sufficient funds being available in such account for that purpose).

         (b) At the time of making each such payment, the Company shall, subject
to the other terms and conditions of this  Agreement,  specify to the Agent that
Loan or other obligation of the Company hereunder to which such payment is to be
applied.  In the  event  that the  Company  fails  to so  specify  the  relevant
obligation or if an Event of Default shall have occurred and be continuing,  the
Agent may apply such payments as it may determine in its sole discretion.

         (c) On the day such payments are deemed received, the Agent shall remit
to the Lenders their pro rata shares of such payments in  immediately  available
funds to the Lenders at their respective  address in the United States specified
for notices  pursuant to Section 9.2. In the case of payments of  principal  and
interest on any Borrowing, such pro rata shares shall be determined with respect
to each such Lender by the ratio which the outstanding  principal balance of its
Loan included in such Borrowing  bears to the outstanding  principal  balance of
the Loans of all of the Lenders  included in such Borrowing,  and in the case of
fees paid pursuant to Section 2.3 and other  amounts  payable  hereunder  (other
than the Agent's fees payable  pursuant to Section 2.3(c) and amounts payable to
any Lender under  Section 3.7),  such pro rata shares shall be  determined  with
respect to each such  Lender by the ratio  which the  Commitment  of such Lender
bears to the Commitments of all the Lenders.

         3.5 No Setoff or  Deduction.  All payments of principal of and interest
on the Loans and other amounts payable by the Company hereunder shall be made by
the Company without setoff or counterclaim,  and, subject to the next succeeding
sentence,  free and clear of, and without  deduction or  withholding  for, or on
account  of,  any  present  or future  taxes,  levies,  imposts,  duties,  fees,
assessments,  or other charges of whatever  nature,  imposed by any governmental
authority, or by any department, agency or other political subdivision or taxing
authority.  If any such taxes, levies,  imposts,  duties,  fees,  assessments or
other charges are imposed,  the Company will pay such additional  amounts as may
be necessary so that payment of principal of and interest on the Loans and other
amounts  payable  hereunder,  after  withholding  or deduction for or on account
thereof,  will not be less than any amount provided to be paid hereunder and, in
any such case, the Company will furnish to the Lenders  certified  copies of all
tax receipts  evidencing  the payment of such  amounts  within 45 days after the
date any such payment is due pursuant to applicable law.

         3.6  Payment  on  Non-Business  Day;  Payment  Computations.  Except as
otherwise  provided in this Agreement to the contrary,  whenever any installment
of  principal  of, or interest  on, any Loan or any other  amount due  hereunder
becomes  due and  payable on a day which is not a  Business  Day,  the  maturity
thereof shall be extended to the next  succeeding  Business Day and, in the case
of any  installment of principal,  interest shall be payable thereon at the rate
per annum  determined in accordance  with this Agreement  during such extension.
Computations  of interest and other  amounts due under this  

                                       29
<PAGE>   35
Agreement shall be made on the basis of a year of 360 days for the actual number
of days  elapsed,  including  the  first day but  excluding  the last day of the
relevant period.

         3.7      Additional Costs.

         (a) In the event that any applicable law, treaty or other international
agreement,  rule or regulation (whether domestic or foreign) now or hereafter in
effect and whether or not presently  applicable  to any Lender or the Agent,  or
any  interpretation  or  administration  thereof by any  governmental  authority
charged with the interpretation or administration  thereof, or compliance by any
Lender  or the  Agent  with any  guideline,  request  or  directive  of any such
authority  (whether or not having the force of law),  shall (a) affect the basis
of taxation of payments to any Lender or the Agent of any amounts payable by the
Company under this Agreement (other than taxes imposed on the overall net income
of any Lender or the Agent, by the jurisdiction, or by any political subdivision
or taxing authority of any such jurisdiction,  in which any Lender or the Agent,
as the case may be, has its principal  office),  or (b) shall impose,  modify or
deem  applicable any reserve,  special  deposit or similar  requirement  against
assets of, deposits with or for the account of, or credit extended by any Lender
or the Agent,  or (c) shall  impose  any other  condition  with  respect to this
Agreement,  or any of the  Commitments,  the Notes or the Loans or any Letter of
Credit,  and the result of any of the  foregoing  is to increase the cost to any
Lender or the Agent,  as the case may be, of making,  funding or maintaining any
Eurodollar  Rate Loan or any Letter of Credit or to reduce the amount of any sum
receivable  by any Lender or the Agent,  as the case may be,  thereon,  then the
Company shall pay to such Lender or the Agent,  as the case may be, from time to
time, upon request by such Lender (with a copy of such request to be provided to
the Agent) or the Agent, additional amounts sufficient to compensate such Lender
or the  Agent,  as the  case may be,  for such  increased  cost or  reduced  sum
receivable to the extent,  in the case of any Eurodollar  Rate Loan, such Lender
or the Agent is not compensated therefor in the computation of the interest rate
applicable  to such  Eurodollar  Rate Loan. A statement as to the amount of such
increased  cost  or  reduced  sum  receivable,  prepared  in good  faith  and in
reasonable detail by such Lender or the Agent, as the case may be, and submitted
by such  Lender  or the  Agent,  as the case may be,  to the  Company,  shall be
conclusive and binding for all purposes absent manifest error in computation. No
Lender shall charge any amount under this Section  3.7(a)  unless it is charging
other borrowers similar to the Company, as reasonably determined by such Lender,
such similar amounts if allowed.

         (b) In the event that any applicable law, treaty or other international
agreement,  rule or regulation (whether domestic or foreign) now or hereafter in
effect and whether or not presently  applicable  to any Lender or the Agent,  or
any  interpretation  or  administration  thereof by any  governmental  authority
charged with the interpretation or administration  thereof, or compliance by any
Lender  or the  Agent  with any  guideline,  request  or  directive  of any such
authority  (whether or not having the force of law),  including  any  risk-based
capital  guidelines,  affects or would affect the amount of capital  required or
expected  to be  maintained  by such  Lender or the  Agent  (or any  corporation
controlling  such Lender or the Agent) and such Lender or the Agent, as the case
may be, determines that the amount of such capital is increased by or based upon
the  existence of such  Lender's or the Agent's  obligations  hereunder and such
increase has the effect of reducing  the rate of return on such  Lender's or the
Agent's (or such  controlling  corporation's)  capital as a consequence  of such
obligations  hereunder  to a level below that which such Lender or the Agent (or
such  controlling  corporation)  could have achieved but for such  circumstances
(taking into consideration its policies with respect to capital adequacy),  then
the Company shall pay to such Lender or the Agent, as the case may be, from time
to time, upon request by such Lender (with a copy of such request to be provided
to the Agent) or the Agent,  additional  amounts  sufficient to compensate  such
Lender or the Agent (or such  controlling  corporation)  for any increase in the
amount of capital  and  reduced  rate of return  which such  Lender or the Agent
reasonably 

                                       30
<PAGE>   36
determines  to be  allocable to the  existence  of such  Lender's or the Agent's
obligations  hereunder.  A  statement  as to the  amount  of such  compensation,
prepared in good faith and in reasonable  detail by such Lender or the Agent, as
the case may be, and submitted by such Lender or the Agent to the Company, shall
be conclusive and binding for all purposes absent manifest error in computation.
Such Lender or the Agent may, at its option,  specify  that such amounts be paid
by way of an increase in the commitment fees payable by the Company  pursuant to
Section  2.3(a).  No Lender shall  charge any amount  under this Section  3.7(b)
unless it is charging  other  borrowers  similar to the Company,  as  reasonably
determined by such Lender, such similar amounts if allowed.

         3.8 Illegality and Impossibility. In the event that any applicable law,
treaty or other international agreement, rule or regulation (whether domestic or
foreign) now or hereafter in effect and whether or not  presently  applicable to
any Lender, or any interpretation or administration  thereof by any governmental
authority  charged  with  the  interpretation  or  administration   thereof,  or
compliance  by any  Lender  with any  guideline,  request or  directive  of such
authority (whether or not having the force of law), including without limitation
exchange  controls,  shall  make it  unlawful  or  impossible  for any Lender to
maintain any Loan under this Agreement, shall make it impracticable, unlawful or
impossible  for, or shall in any way limit or impair  ability of, the Company to
make or any Lender to receive  any  payment  under this  Agreement  at the place
specified  for  payment  hereunder,  the  Company  shall upon  receipt of notice
thereof from such Lender, repay in full the then outstanding principal amount of
each Loan so affected, together with all accrued interest thereon to the date of
payment and all amounts  owing to such Lender under Section 3.8, (a) on the last
day of the then current  Eurodollar  Interest Period  applicable to such Loan if
such Lender may  lawfully  continue  to  maintain  such Loan to such day, or (b)
immediately if such Lender may not continue to maintain such Loan to such day.

         3.9 Indemnification. If the Company makes any payment of principal with
respect  to any  Eurodollar  Rate Loan on any other date than the last day of an
Interest Period  applicable  thereto  (whether  pursuant to Section 3.1, Section
3.7, Section 6.2 or otherwise), or if the Company fails to borrow any Eurodollar
Rate Loan after notice has been given to the Lenders in accordance  with Section
2.4, or if the Company  fails to make any  payment of  principal  or interest in
respect of a Eurodollar  Rate Loan when due, the Company  shall  reimburse  each
Lender on demand for any resulting loss or expense incurred by each such Lender,
including  without  limitation  any loss incurred in obtaining,  liquidating  or
employing  deposits  from third  parties,  whether or not such Lender shall have
funded or committed to fund such Loan. A statement as to the amount of such loss
or expense,  prepared in good faith and in reasonable  detail by such Lender and
submitted by such Lender to the Company, shall be conclusive and binding for all
purposes  absent  manifest  error in  computation.  Calculation  of all  amounts
payable to such  Lender  under  this  Section  3.9 shall be made as though  such
Lender shall have actually  funded or committed to fund the relevant  Eurodollar
Rate Loan  through the purchase of an  underlying  deposit in an amount equal to
the amount of such Loan in the relevant market and having a maturity  comparable
to the related  Interest  Period and,  through the transfer of such deposit to a
domestic  office of such Lender in the United States;  provided,  however,  that
such Lender may fund any Eurodollar  Rate Loan in any manner it sees fit and the
foregoing  assumption  shall be utilized only for the purpose of  calculation of
amounts payable under this Section 3.9.

                                       31
<PAGE>   37
                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Lenders and the Agent that:

         4.1  Corporate  Existence  and  Power.  Each of the  Company  and  each
Guarantor is a corporation duly organized, validly existing and in good standing
under the laws of the state or territory of its jurisdiction of incorporation or
organization,  as the case may be, and is duly qualified to do business,  and is
in good standing,  in all additional  jurisdictions  where such qualification is
necessary  under  applicable  law,  except where failure to so qualify would not
have a Material  Adverse Effect.  Each of the Company and each Guarantor has all
requisite  corporate  power to own or lease the properties  used in its business
and to carry on its  business  as now  being  conducted  and as  proposed  to be
conducted,  and to execute and deliver the Loan Documents to which it is a party
and to engage in the transactions contemplated by the Loan Documents.

         4.2 Corporate Authority. The execution, delivery and performance by the
Company and each  Guarantor  of the Loan  Documents  to which it is a party have
been  duly  authorized  by  all  necessary  corporate  action  and  are  not  in
contravention  of any law, rule or regulation,  or any judgment,  decree,  writ,
injunction,  order or award of any arbitrator,  court or governmental authority,
or of the terms of the Company's or the  Guarantor's  charter or by-laws,  or of
any contract or  undertaking to which the Company or any Guarantor is a party or
by which the Company or any Guarantor or any of their respective property may be
bound or affected  and will not result in the  imposition  of any Lien on any of
their property or of any of their Subsidiaries except for Permitted Liens.

         4.3  Binding  Effect.  The Loan  Documents  to which the Company or any
Guarantor is a party are the legal, valid and binding obligations of the Company
and each  Guarantor,  respectively,  enforceable  against  the  Company and each
Guarantor in accordance with their respective terms.

         4.4  Subsidiaries.   Schedule  4.4  hereto  correctly  sets  forth  the
corporate name,  jurisdiction of incorporation  and ownership of each Subsidiary
of the Company and each  Guarantor.  Each such  Subsidiary and each  corporation
becoming a Subsidiary of the Company or any  Guarantor  after the date hereof is
and will be a corporation duly organized,  validly existing and in good standing
under  the laws of its  jurisdiction  of  incorporation  and is and will be duly
qualified   to  do  business  in  each   additional   jurisdiction   where  such
qualification  is or may be necessary  under  applicable  law,  except where the
failure to so qualify would not have a Material Adverse Effect.  Each Subsidiary
of the  Company and each  Guarantor  has and will have all  requisite  corporate
power to own or lease the  properties  used in its  business and to carry on its
business as now being conducted and as proposed to be conducted. All outstanding
shares of capital stock of each class of each Subsidiary of the Company and each
Guarantor  have been and will be  validly  issued and are and will be fully paid
and nonassessable  and, except as otherwise  indicated in Schedule 4.4 hereto or
disclosed  in writing to the Agent and the  Lenders  from time to time,  are and
will be owned,  beneficially and of record, by the Company or another Subsidiary
of the Company free and clear of any Liens.

         4.5 Litigation. Except as set forth in Schedule 4.5 hereto, there is no
action,  suit or  proceeding  pending or, to the best of the  Company's  and the
Guarantors'  knowledge,   threatened  against  or  affecting  the  Company,  any
Guarantor  or any of  their  respective  Subsidiaries  before  or by any  court,
governmental  authority or arbitrator,  which if adversely  decided might have a
Material  Adverse  Effect

                                       32
<PAGE>   38
 and, to the best of the Company's and the  Guarantor's knowledge, there is no
 basis for any such action, suit or proceeding.

         4.6 Financial  Condition.  The consolidated and  consolidating  balance
sheet of the Company and its Subsidiaries and the consolidated and consolidating
statements  of income,  retained  earnings and cash flows of the Company and its
Subsidiaries  for the fiscal year ended  December  31, 1997 and audited by Price
Waterhouse,  independent certified public accountants, copies of which have been
furnished to the Lenders,  fairly present,  and the financial  statements of the
Company and its  Subsidiaries  delivered  pursuant to Section 5.1(d) will fairly
present, the consolidated financial position of the Company and its Subsidiaries
as at the respective dates thereof,  and the consolidated  results of operations
of the Company and its Subsidiaries for the respective periods indicated, all in
accordance with Generally Accepted Accounting  Principles  consistently  applied
(subject,   in  the  case  of  said  interim   statements,   to  year-end  audit
adjustments).  There  has been no event or  development  which  has had or could
reasonably  be expected to have a Material  Adverse  Effect  since  December 31,
1997.  There is no material  Contingent  Liability  of the Company or any of its
Subsidiaries that is not reflected in such financial  statements or in the notes
thereto.

         4.7 Use of Advances.  The Company will use the proceeds of the Advances
for its general corporate purposes,  including working capital and the financing
of capital expenditures.  Neither the Company nor any Guarantor nor any of their
respective  Subsidiaries  extends  or  maintains,  in  the  ordinary  course  of
business, credit for the purpose, whether immediate, incidental, or ultimate, of
buying or carrying margin stock (within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System),  and no part of the proceeds of any
Advance  will be  used  for  the  purpose,  whether  immediate,  incidental,  or
ultimate,  of  buying  or  carrying  any such  margin  stock or  maintaining  or
extending credit to others for such purpose. After applying the proceeds of each
Advance, such margin stock will not constitute more than 25% of the value of the
assets  (either of the Company or any Guarantor  alone or of the Company and the
Guarantors and their respective  Subsidiaries on a consolidated  basis) that are
subject to any  provisions of this  Agreement or any Security  Document that may
cause the  Advances  to be deemed  secured,  directly or  indirectly,  by margin
stock.

         4.8  Consents,  Etc.  No  consent,  approval  or  authorization  of  or
declaration,  registration or filing (other than financing statements which have
been executed) with any governmental  authority or any nongovernmental person or
entity, including without limitation any creditor,  lessor or stockholder of the
Company or any Guarantor or any of their respective Subsidiaries, is required on
the part of the  Company or any  Guarantor  in  connection  with the  execution,
delivery and performance of the Loan Documents or the transactions  contemplated
hereby or as a condition to the legality,  validity or  enforceability of any of
the Loan Documents.

         4.9  Taxes.  The  Company  and  the  Guarantors  and  their  respective
Subsidiaries have filed all tax returns  (federal,  state and local) required to
be filed and have paid all taxes shown thereon to be due, including interest and
penalties,  or have established  adequate financial reserves on their respective
books and records for payment  thereof in  accordance  with  Generally  Accepted
Accounting  Principles.  Neither the Company nor any  Guarantor nor any of their
respective  Subsidiaries  knows of any actual or proposed tax  assessment or any
basis  therefor,  and no extension of time for the assessment of deficiencies in
any federal or state tax has been granted by the Company,  any  Guarantor or any
such Subsidiary.

         4.10 Title to Properties.  Except as otherwise  disclosed in the latest
balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement, the
Company,  the Guarantors or one or more of their  respective  Subsidiaries  have
good and  marketable fee simple title to all of the real property owned by

                                       33
<PAGE>   39
them,  and a valid  and  indefeasible  ownership  interest  in all of the  other
properties and assets (including,  without limitation, the collateral subject to
the  Security  Documents  to  which  any of them is a party)  reflected  in said
balance sheet or subsequently acquired by the Company, any Guarantor or any such
Subsidiary.  All of such  properties  and assets are free and clear of any Lien,
except  for  Permitted  Liens.  Subject to the  Permitted  Liens,  the  Security
Documents  grant a first priority,  perfected and enforceable  lien and security
interest  which is not void or voidable  in all  collateral  described  therein,
securing all Indebtedness described therein.

         4.11 Borrowing  Base.  All trade accounts  receivable and inventory and
fixed  assets of the Company and  Manufacturing  represented  or reported by the
Company and  Manufacturing  to be, or otherwise  included in, Eligible  Accounts
Receivable,  Eligible  Inventory,  Eligible Tooling Inventory and Eligible Fixed
Assets  comply in all respects with the  requirements  therefor set forth in the
definition thereof, and the computations of the Borrowing Base set forth in each
Borrowing Base Certificate is true and correct.

         4.12 ERISA.  Except as disclosed  on Schedule  4.12,  the Company,  the
Guarantors, the ERISA Affiliates and the Plans are in compliance in all material
respects  with those  provisions  of ERISA and of the Code which are  applicable
with respect to any Plan. No Prohibited  Transaction and no Reportable Event has
occurred that could result in material liability to the Company or any Guarantor
or any Material Adverse Effect. Neither the Company, any Guarantor nor any ERISA
Affiliate is an employer with respect to any  Multiemployer  Plan.  The Company,
the  Guarantors,   and  the  ERISA  Affiliates  have  met  the  minimum  funding
requirements  under  ERISA and the Code with  respect  to each Plan and have not
incurred any material liability to the PBGC or any Plan other than liability for
PBGC premiums and Plan contributions,  none of which is overdue.  The execution,
delivery and performance of this Agreement, the Notes and the Security Documents
does not  constitute a Prohibited  Transaction.  Except with respect to any Plan
identified on Schedule 4.12 (the funding status of which is addressed  therein),
there is no material Unfunded Benefit Liability.

         4.13 Disclosure. No report or other information furnished in writing or
on  behalf  of the  Company  or any  Guarantor  to any  Lender  or the  Agent in
connection with the negotiation or administration of this Agreement contains any
material  misstatement  of fact or omits to state any material  fact or any fact
necessary to make the  statements  contained  therein not misleading in light of
the  circumstances in which they were made.  Neither this Agreement,  the Notes,
the  Security  Documents  nor any  other  document,  certificate,  or  report or
statement  or other  information  furnished  to any Lender or the Agent by or on
behalf of the  Company or any  Guarantor  in  connection  with the  transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a  material  fact in order to make the  statements  contained  herein  and
therein not  misleading in light of the  circumstances  in which they were made.
There is no fact known to the Company or any Guarantor which has or which in the
future  may have (so far as the  Company  or any  Guarantor  can now  foresee) a
Material  Adverse  Effect,  which has not been set forth in this Agreement or in
the other documents,  certificates,  statements,  reports and other  information
furnished  in  writing  to the  Lenders  by or on behalf of the  Company  or any
Guarantor in connection with the transactions contemplated hereby.

         4.14 Environmental  Matters.  Except as disclosed on Schedule 4.14, the
Company,  the  Guarantor  and  each  of  their  respective  Subsidiaries  are in
substantial compliance with all Environmental Laws in jurisdictions in which the
Company, the Guarantor or any such Subsidiary owns or operates,  or has owned or
operated,  a facility  or site,  or  arranges or has  arranged  for  disposal or
treatment of hazardous substances,  solid waste, or other wastes, accepts or has
accepted for transport any hazardous substances, solid wastes or other wastes or
holds or has held any interest in real property or otherwise. 

                                       34
<PAGE>   40
No demand, claim, notice, action,  administrative  proceeding,  investigation or
inquiry whether brought by any governmental authority,  private person or entity
or otherwise, arising under, relating to or in connection with any Environmental
Laws is pending or threatened against the Company, the Guarantor or any of their
respective  Subsidiaries,  any real property in which the Company, the Guarantor
or any such  Subsidiary  holds or has held an  interest  or any past or  present
operation  of the Company,  the  Guarantor  or any such  Subsidiary  which could
result in a Material Adverse Effect.  Neither the Company, the Guarantor nor any
of their  respective  Subsidiaries  (a) is the  subject of any  federal or state
investigation  evaluating  whether any remedial action is needed to respond to a
release of any toxic  substances,  radioactive  materials,  hazardous  wastes or
related  materials into the environment which could result in a Material Adverse
Effect,  (b) has  received  any  notice  of any  toxic  substances,  radioactive
materials,  hazardous  waste  or  related  materials  in,  or  upon  any  of its
properties  in  violation  of any  Environmental  Laws which  could  result in a
Material  Adverse  Effect,  (c) knows of any  basis for any such  investigation,
notice or violation, or (d) owns or operates, or has owned or operated, property
which  appears  on the  United  States  National  Priority  List  or  any  other
governmental   listing  which   identifies   sites  for  remedial   clean-up  or
investigatory  actions,  except as disclosed on Schedule 4.14 hereto,  and as to
such  matters  disclosed  on such  Schedule,  none will have a Material  Adverse
Effect.  No release,  threatened  release or disposal of hazardous waste,  solid
waste or other  wastes is  occurring  or has  occurred  on, under or to any real
property  in  which  the  Company,  the  Guarantor  or any of  their  respective
Subsidiaries holds any interest or performs any of its operations,  in violation
of any Environmental Law which could result in a Material Adverse Effect.

         4.15 No Default.  Neither the Company nor any  Subsidiary is in default
or has  received any written  notice of default  under or with respect to any of
its Contractual  Obligations in any respect which could have a Material  Adverse
Effect. No Default or Event of Default has occurred and is continuing.

         4.16 No Burdensome  Restrictions.  No Requirement of Law or Contractual
Obligation  applicable  to the Company or any  Subsidiary  could have a Material
Adverse  Effect on the  financial  condition  or business of the Company and its
Subsidiaries.

         4.17 Other Debt. All agreements,  instruments and documents relating in
any way to any Subordinated Debt, the Senior Note Debt or any preferred stock of
the Company,  and all  scheduled  payments  thereon,  are described on Schedules
1.1(b) hereto,  and accurate and complete  copies thereof have been delivered to
the Agent. All Advances,  all liabilities  pursuant to any Hedging Contracts and
all other present and future indebtedness,  obligations and liabilities owing by
the  Company  to the  Agent  or any of the  Lenders  under  the  Loan  Documents
constitute  Senior  Debt as  defined in the  Subordinated  Debt  Documents.  All
representations and warranties  contained in the Subordinated Debt Documents and
the Senior Note  Indenture are true and correct and there is no default or event
or  condition  which with  notice or with  lapse of time could  become a default
under the Subordinated Debt Documents or the Senior Note Documents. After giving
effect to all transactions  contemplated by the Subordinated  Debt Documents and
the Senior Note Documents, including without limitation the incurrence of Senior
Note Debt,  the Company is, and will at all times  thereafter be,  Solvent.  All
Indebtedness  incurred under this Agreement,  including all Facility A Advances,
Facility B Loans and Facility C Advances,  is Permitted  Indebtedness  under the
Senior Note Indenture.

                                       35
<PAGE>   41


                                    ARTICLE 5
                                    COVENANTS

         5.1  Affirmative  Covenants.  Each of the  Company  and the  Guarantors
covenants and agrees that, until Termination Date A and thereafter until payment
in  full  of the  principal  of  and  accrued  interest  on the  Notes  and  the
performance of all other obligations of the Company and the Guarantors under the
Loan Documents,  unless the Required Lenders shall otherwise consent in writing,
it shall, and shall cause each of their respective Subsidiaries to:

              (a)  Preservation of Corporate  Existence,  Etc. Do or cause to be
done all things  necessary to preserve,  renew and keep in full force and effect
its legal existence (provided that the Company may nonetheless  reincorporate as
a Delaware  corporation  and may take whatever  actions are necessary to do so),
and  its  qualification  as a  foreign  corporation  in  good  standing  in each
jurisdiction  except where it would not have a Material Adverse Effect,  and the
rights,  licenses,  permits (including those required under Environmental Laws),
franchises,  patents,  copyrights,  trademarks  and trade names  material to the
conduct of its businesses;  and defend all of the foregoing  against all claims,
actions,  demands,  suits or proceedings at law or in equity or by or before any
governmental  instrumentality  or other agency or regulatory  authority,  except
where it would not have a Material Adverse Effect.

              (b) Compliance  with Laws,  Etc.  Comply in all material  respects
with all applicable  laws,  rules,  regulations  and orders of any  governmental
authority,   whether  federal,   state,  local  or  foreign  (including  without
limitation ERISA, the Code and Environmental Laws), in effect from time to time;
and pay and discharge promptly when due all taxes,  assessments and governmental
charges or levies  imposed  upon it or upon its income,  revenues  or  property,
before the same shall  become  delinquent  or in default,  as well as all lawful
claims for labor,  materials and supplies or otherwise,  which, if unpaid, might
give rise to Liens upon such properties or any portion thereof,  except where it
would not have a Material Adverse Effect,  and except to the extent that payment
of any of the  foregoing is then being  contested  in good faith by  appropriate
legal  proceedings  and with respect to which adequate  financial  reserves have
been  established on the books and records of the Company,  any Guarantor or any
of  their  respective   Subsidiaries  in  accordance  with  Generally   Accepted
Accounting Principles.

              (c) Maintenance of Properties;  Insurance.  Maintain, preserve and
protect all  property  that is  material  to the conduct of the  business of the
Company,  any Guarantor or any of their  respective  Subsidiaries  and keep such
property in good repair, working order and condition and from time to time make,
or  cause  to be made all  needful  and  proper  repairs,  renewals,  additions,
improvements  and  replacements  thereto  necessary  in order that the  business
carried on in  connection  therewith  may be properly  conducted at all times in
accordance with customary and prudent business practices for similar businesses,
except  if in the  Company's  reasonable  business  judgment  it is in its  best
interest not to do the foregoing;  and, in addition to that  insurance  required
under the Security  Documents,  maintain in full force and effect insurance with
responsible and reputable  insurance  companies or associations in such amounts,
on such terms and covering  such risks,  including  fire and other risks insured
against by extended  coverage,  as is usually  carried by  companies  engaged in
similar businesses and owning similar properties similarly situated and maintain
in full force and effect public liability  insurance,  insurance  against claims
for personal injury or death or property damage occurring in connection with any
of its activities or any properties owned, occupied or controlled by it, in such
amount as it shall reasonably deem necessary,  and maintain such other insurance
as may be  required by law or as may be  reasonably  requested  by the  Required
Lenders for purposes of assuring compliance with this Section 5.1(c).

              (d) Reporting  Requirements.  Furnish to the Lenders and the Agent
the following:

                                       36
<PAGE>   42


              (i) Promptly and in any event  within  three  calendar  days after
becoming aware of the occurrence of (A) any Default or Event of Default, (B) the
commencement of any material  litigation  against,  by or affecting the Company,
any  Guarantor  or  any of  their  respective  Subsidiaries,  and  any  material
developments  therein, or (C) entering into any material contract or undertaking
that  is not  entered  into  in the  ordinary  course  of  business  or (D)  any
development  in the business or affairs of the Company,  any Guarantor or any of
their  respective  Subsidiaries  which has resulted in or which is likely in the
reasonable  judgment  of the Company or any  Guarantor,  to result in a Material
Adverse Effect, a statement of the chief financial officer of the Company or the
Guarantor,  as the case may be setting  forth  details  of each such  Default or
Event of  Default  or such  litigation,  material  contract  or  undertaking  or
development and the action which the Company, such Guarantor or such Subsidiary,
as the case may be, has taken and proposes to take with respect thereto;

              (ii) As soon as  available  and in any event  within 30 days after
the end of each month, the consolidated and  consolidating  balance sheet of the
Company  and  its  Subsidiaries  as of the end of such  month,  and the  related
consolidated and consolidating  statements of income, retained earnings and cash
flows for the  period  commencing  at the end of the  previous  fiscal  year and
ending with the end of such  month,  setting  forth in each case in  comparative
form the  corresponding  figures  for the  corresponding  date or  period of the
preceding fiscal year, all in reasonable  detail and duly certified  (subject to
year-end audit  adjustments)  by the chief  financial  officer of the Company as
having  been  prepared  in  accordance   with  Generally   Accepted   Accounting
Principles,  together with a certificate of the chief  financial  officer of the
Company  stating  (A) that no Default or Event of Default  has  occurred  and is
continuing  or, if a Default or Event of Default has occurred and is continuing,
a statement  setting forth the details  thereof and the action which the Company
has taken and proposes to take with respect thereto,  and (B) that a computation
(which  computation  shall accompany such certificate and shall be in reasonable
detail)  showing  compliance with Section 5.2(a) and (b) hereof is in conformity
with the terms of this Agreement;

              (iii) As soon as  available  and in any event within 90 days after
the end of each fiscal year of the Company,  a copy of the consolidated  balance
sheet of the Company and its  Subsidiaries as of the end of such fiscal year and
the related consolidated  statements of income, retained earnings and changes in
financial  position of the Company and its  Subsidiaries  for such fiscal  year,
with a  customary  audit  report  of  Price  Waterhouse,  or  other  independent
certified  public  accountants  selected by the Company  and  acceptable  to the
Required Lenders,  without qualifications  unacceptable to the Required Lenders,
together  with a  certificate  of such  accountants  stating  (A) that they have
reviewed this  Agreement  and stating  further  whether,  in the course of their
review of such  financial  statements,  they have become aware of any Default or
Event of  Default  and,  if such a Default  or Event of  Default  exists  and is
continuing,  a statement  setting forth the nature and status  thereof,  and (B)
that a  computation  by the Company  (which  computation  shall  accompany  such
certificate and shall be in reasonable  detail) showing  compliance with Section
5.2(a) and (b) hereof is in conformity with the terms of this Agreement;

              (iv) Promptly after the sending or filing  thereof,  copies of all
reports,  proxy  statements  and financial  statements  which the Company or any
Guarantor or any of their respective  Subsidiaries sends to or files with any of
their respective  security holders or any securities  exchange or the Securities
and Exchange Commission or any successor agency thereof; and

              (v) As soon as  available  and in any event not later  than  three
calendar days after the end of each week in the case of weekly  reporting on the
following  Business  Day in the  case  of 

                                       37
<PAGE>   43
daily  reporting,  a  Borrowing  Base  Certificate  prepared  as of the close of
business on the last day of each week or, in the event the  aggregate  principal
amount of Facility A Advances  exceeds  $32,500,000  or in  connection  with any
request  for a Facility A Advance  which  would  cause the  aggregate  principal
amount of Facility A Advances to exceed $32,500,000, prepared as of the close of
business on each Business Day, together with supporting  schedules,  in form and
detail  satisfactory to the Agent,  setting forth such  information as the Agent
may request with  respect to the aging,  value,  location and other  information
relating to the  computation  of the Borrowing  Base and the  eligibility of any
property or assets included in such  computation,  certified as true and correct
by a corporate officer of the Company;

              (vi)  Promptly  and in any event  within 10  calendar  days  after
receiving  or  becoming  aware  thereof  (A) a copy of any  notice  of intent to
terminate any Plan filed with the PBGC,  (B) a statement of the chief  financial
officer of the Company or any  Guarantor,  as the case may be, setting forth the
details of the occurrence of any Reportable Event, (C) a copy of any notice that
the Company,  any  Guarantor,  or any ERISA  Affiliate may receive from the PBGC
relating  to the  intention  of the PBGC to  terminate  any Plan or to appoint a
trustee to  administer  any such Plan, or (D) a copy of any notice of failure to
make a required  installment  or other  payment  within  the  meaning of Section
412(n) of the Code or Section 302(f) of ERISA with respect to any Plan;

              (vii) As soon as  available  and in any event within 30 days after
the end of each month,  a report with  respect to the  Company  setting  forth a
summary and aging of accounts  payable of the  Company,  a listing of any checks
held after the due date of the related  vendor  invoice  and  setting  forth the
corresponding due dates of such invoices, in form and detail satisfactory to the
Agent,  certified  as true and  correct  by the chief  financial  officer of the
Company;

              (viii) Promptly,  such other information  respecting the business,
properties, operations or condition, financial or otherwise, of the Company, any
Guarantor or any of their respective Subsidiaries as any Lender or the Agent may
from time to time reasonably request;

              (ix) As soon as  available  and in any event  within 10 days after
the end of each month,  an analysis of the Saturn  Tooling  Project  relating to
ownership  and   containing  a  description  of  competing   Liens,   completion
percentage, copies of the minutes of all substantive meetings among the Company,
the Guarantors and Saturn or tool  suppliers,  cost  comparisons to the original
budget and the location of tooling and any other related  information  which the
Agent shall reasonably request.

         (e) Accounting;  Access to Records,  Books,  Etc.  Maintain a system of
accounting  established  and  administered  in  accordance  with sound  business
practices to permit  preparation  of financial  statements  in  accordance  with
Generally Accepted Accounting  Principles and to comply with the requirements of
this Agreement and, at any reasonable time and from time to time, (i) permit any
Lender or the Agent or any agents or representatives thereof to examine and make
copies of and abstracts  from the records and books of account of, and visit the
properties of, the Company,  the Guarantors and their  respective  Subsidiaries,
and to discuss the affairs, finances and accounts of the Company, the Guarantors
and their respective  Subsidiaries  with their respective  directors,  officers,
employees and  independent  auditors,  and by this provision each of the Company
and the  Guarantors  hereby  authorizes  such persons to discuss  such  affairs,
finances and accounts with any Lender or the Agent, provided that such Lender or
the Agent,  as the case may be, shall provide prior notice of any of the actions
described in this clause (i) if no Event of Default exists,  and (ii) permit the
Agent or any of its agents or representatives  to conduct a comprehensive  field
audit of its books, records, properties and assets, including without limitation
all collateral subject to the Security Documents, at the expense of the

                                       38
<PAGE>   44
Company,  provided  that prior to occurrence of an Event of Default no more than
two such field audits shall be performed in any twelve month period; and

         (f)  Additional  Security  and  Collateral.  Promptly  (i)  execute and
deliver and cause each  Subsidiary of the Company and the  Guarantors to execute
and  deliver,  additional  Security  Documents,  within  30 days  after  request
therefor by the Lenders and the Agent,  sufficient to grant to the Agent for the
benefit  of the  Lenders  liens and  security  interests  in any after  acquired
property  of the type  described  in Section  2.11,  and (ii) cause each  person
becoming  a  Subsidiary  of the  Company or any  Guarantor  from time to time to
execute  and  deliver to the  Lenders  and the Agent,  within 30 days after such
person becomes a Subsidiary, a Guaranty (or become a party hereto as a Guarantor
as required by the Agent) and Security  Documents,  together  with other related
documents  described  in Section 2.5,  sufficient  to grant to the Agent for the
benefit of the Lenders  liens and security  interests in all  collateral  of the
type  described in Section  2.11.  The Company  shall notify the Lenders and the
Agent,  within 10 days after the occurrence  thereof,  of the acquisition of any
property that is covered by Section 2.11 by the Company or any Guarantor that is
not  subject  to the  existing  Security  Documents,  any  person's  becoming  a
Subsidiary and any other event or condition that may require  additional  action
of any nature in order to preserve the effectiveness and perfected status of the
liens and  security  interests of the Lenders and the Agent with respect to such
property pursuant to the Security Documents.

         (g) Further Assurances. Will, and will cause each Guarantor to, execute
and deliver within 30 days after request  therefor by the Lenders and the Agent,
all further  instruments  and documents and take all further  action that may be
reasonably  necessary or desirable,  or that the Agent may request,  in order to
give effect to, and to aid in the  exercise  and  enforcement  of the rights and
remedies  of the  Lenders  under,  this  Agreement,  the Notes and the  Security
Documents, including without limitation using reasonable efforts to cause, on or
before sixty (60) days after the Effective Date, each lessor of real property to
the Company,  any Guarantor or any of their  respective  Subsidiaries to execute
and deliver to the Agent,  prior to or upon the commencement of any tenancy,  an
agreement  in form and  substance  acceptable  to the Lenders and the Agent duly
executed on behalf of such lessor waiving any distraint, lien and similar rights
with respect to any property  subject to the Security  Documents and agreeing to
permit the Lenders and the Agent to enter such premises in connection therewith.
At all times on and after the date requested by the Agent in its discretion, the
Company and the Guarantors  shall direct all customers and other account debtors
to make all payments in connection  with any  obligations  to the Company or any
Guarantor directly to a lock-box account,  which account shall be a non-interest
bearing  account  over which the Agent shall have the power of  application  and
withdrawal,  and all amounts  received in such lock-box account shall be applied
to the Advances on such terms reasonably  required by the Agent, and the Company
and the Guarantors shall promptly execute such lock-box agreements,  dominion of
funds agreements and related  agreements in connection  therewith,  each in form
and substance satisfactory to the Agent.


     5.2 Negative  Covenants.  Until  Termination  Date A and  thereafter  until
payment in full of the  principal  of and accrued  interest on the Notes and the
performance of all other obligations of the Company and the Guarantors under the
Loan  Documents,  the Company  agrees that,  unless the Required  Lenders  shall
otherwise  consent  in  writing  it shall  not,  and shall not permit any of its
Subsidiaries to:

         (a) Funded  Debt  Ratio.  Permit or suffer the Funded Debt Ratio of the
Company and its  Subsidiaries at any time to be greater than: (i) 5.0:1.0 during
the period from and including  December 31, 1999 to and  including  December 30,
2000;  and (ii) 4.5:1.0  during the period from and including  December 31, 2000
and thereafter.

                                       39
<PAGE>   45

         (b) Fixed  Charge  Coverage  Ratio.  Permit or suffer the Fixed  Charge
Coverage  Ratio to be less than:  (i) 1.25:1.00 from and including the Effective
Date through and including July 30, 1998; (ii) 1.10:1.00 from and including July
31, 1998  through and  including  October 30,  1998;  (iii)  0.90:1.00  from and
including  October 31, 1998 through and including July 30, 1999;  (iv) 1.25:1.00
from and including July 31, 1999 through and including October 30, 1999; and (v)
1.50:1.00 from and including October 31, 1999 and thereafter.

         (c)  Senior  Secured  Funded  Debt  Ratio.  Permit or suffer the Senior
Secured Funded Debt Ratio of the Company and Subsidiaries to exceed at any time:
(i) 2.00:1.00  from and including the Effective  Date through and including July
30, 1998;  (ii) 3.00:1.00 from and including July 31, 1998 through and including
October 30, 1998;  (iii)  4.00:1.00 from and including  October 31, 1998 through
and including  January 30, 1999;  (iv) 4.25:1.00 from and including  January 31,
1999 to and including April 29, 1999; (v) 3.00:1.00 from and including April 30,
1999 to and including  July 30, 1999 and (vi)  2.00:1.00 from and including July
31, 1999 through and including December 31, 1999.

         (d)  Capital  Expenditures.  Acquire  any fixed asset or make any other
capital  expenditure if the aggregate purchase price and other acquisition costs
of all such fixed assets  acquired and other  capital  expenditures  made by the
Company or an of its  Subsidiaries  during any fiscal year of the Company  would
exceed:  (i)  $23,000,000  for the fiscal year ending  December 31, 1998 or (ii)
$10,000,000  (plus the unused  availability from the prior year up to $5,000,00)
at the end of any fiscal year thereafter.

         (e) Net  Worth.  Permit or  suffer  the  consolidated  Net Worth of the
Company  and its  Subsidiaries  to be less  than  the  sum of:  (a)(i)  negative
$6,500,000  from the Effective  Date through and including  July 30, 1998;  (ii)
negative  $10,500,000  from and  including  July 31, 1998 through and  including
October 30, 1998; (iii) negative $11,500,000 from and including October 31, 1998
and  thereafter,  plus (b) 50% of Net  Income,  commencing  on  January 1, 1998,
adjusted as of the last day of each fiscal quarter of the Company in 1998 and as
of each fiscal year of the Company thereafter; provided, that if such net income
is negative in any fiscal  quarter or any fiscal  year,  as the case may be, the
amount added for such period shall be zero and shall not reduce the amount added
for any other period.

         (f) Indebtedness.  Create, incur, assume or in any manner become liable
in respect of, or suffer to exist, any Indebtedness other than:

              (i) The Advances;

              (ii) The Indebtedness  described in Schedule 5.2(f) hereto, but no
increase in the amount thereof shall be permitted;

              (iii) Indebtedness in aggregate  outstanding  principal amount not
exceeding  $1,000,000 which is secured by one or more Liens permitted by Section
5.2(g)(vi) hereof;

              (iv)  Subordinated  Debt of the Company or any of its Subsidiaries
in aggregate principal amount not to exceed $7,000,000;  and Senior Note Debt in
aggregate principal not to exceed $85,000,000, in each case as reduced from time
to time by any payments thereon;

                                       40
<PAGE>   46


              (v)  Indebtedness  pursuant  to any  Hedging  Contracts  with  any
Lender,  provided that the Company and the  Guarantors  shall not enter into any
Hedging Contracts for the purposes of financial speculation; and

              (vi) Indebtedness of Manufacturing to the Company; and

              (vii) Other  Indebtedness with the prior written permission of the
Required Lenders.

              (g) Liens. Create, incur or suffer to exist any Lien on any of the
assets,  rights,  revenues or  property,  real,  personal or mixed,  tangible or
intangible,  whether now owned or hereafter  acquired,  of the Company or any of
its Subsidiaries, other than:

              (i) Liens for taxes not delinquent or for taxes being contested in
good  faith  by  appropriate  proceedings  and as to  which  adequate  financial
reserves  have been  established  on its books and  records in  accordance  with
Generally Accepted Accounting Principles;

              (ii)  Liens   (other  than  any  Lien  imposed  by  ERISA  or  any
Environmental  Law) created and  maintained  in the ordinary  course of business
which are not  material  in the  aggregate,  and which would not have a Material
Adverse  Effect and which  constitute  (A)  pledges or deposits  under  worker's
compensation laws, unemployment insurance laws or similar legislation,  (B) good
faith deposits in connection  with bids,  tenders,  contracts or leases to which
the  Company  or any of its  Subsidiaries  is a party for a purpose  other  than
borrowing money or obtaining credit, including rent security deposits, (C) liens
imposed  by law,  such as those of  carriers,  warehousemen  and  mechanics,  if
payment of the  obligation  secured  thereby is not yet due, (D) Liens  securing
taxes,  assessments or other  governmental  charges or levies not yet subject to
penalties  for  nonpayment,  and (E)  pledges or  deposits  to secure  public or
statutory  obligations  of the  Company or any of its  Subsidiaries,  or surety,
customs or appeal  bonds to which the  Company or any of its  Subsidiaries  is a
party;

              (iii) Liens affecting real property which  constitute minor survey
exceptions or defects or irregularities in title, minor encumbrances,  easements
or  reservations  of, or rights of others for, rights of way,  sewers,  electric
lines,  telegraph and telephone lines and other similar  purposes,  or zoning or
other restrictions as to the use of such real property, provided that all of the
foregoing,  in the  aggregate,  do not at any time  materially  detract from the
value of said properties or materially  impair their use in the operation of the
businesses of the Company or any of its Subsidiaries;

              (iv) Liens  created  pursuant to the Security  Documents and Liens
expressly permitted by the Security Documents;

              (v) Each Lien described in Schedule  5.2(g) hereto may be suffered
to exist, but no increase in the amount secured thereby shall be permitted; and

              (vi) Any Lien  created  to  secure  payment  of a  portion  of the
purchase price of, or existing at the time of acquisition of, any tangible fixed
asset  acquired  by the  Company  or any of its  Subsidiaries  may be created or
suffered to exist upon such fixed asset if the outstanding  principal  amount of
the  Indebtedness  secured by such Lien does not at any time exceed the purchase
price  paid by the  Company  or such  Subsidiary  for such  fixed  asset and the
aggregate  principal amount of all  Indebtedness  secured by such Liens does not
exceed $1,000,000,  provided that such Lien does not encumber any other

                                       41
<PAGE>   47
asset at any  time  owned  by the  Company  or such  Subsidiary,  and  provided,
further, that not more than one such Lien shall encumber such fixed asset at any
one time.

              (h) Merger; Acquisitions; Etc. Subject to Section 5.2(l), purchase
or  otherwise  acquire,  whether  in one or a series of  transactions,  all or a
substantial portion of the business assets, rights, revenues or property,  real,
personal  or  mixed,  tangible  or  intangible,  of  any  person,  or  all  or a
substantial  portion of the capital stock of or other ownership  interest in any
other person;  nor merge or consolidate  or amalgamate  with any other person or
take any other action having a similar effect,  nor enter into any joint venture
or similar  arrangement  with any other  person,  provided,  however,  that this
Section  5.2(h)  shall not prohibit  any merger of any  Subsidiary  into another
Subsidiary  or of any  Subsidiary  into the Company,  provided  that the Company
shall be the surviving  corporation and any merger required to reincorporate the
Company as a Delaware corporation.

              (i) Disposition of Assets;  Etc. Sell, lease,  license,  transfer,
assign or otherwise  dispose of all or a  substantial  portion of its  business,
assets,  rights,  revenues or  property,  real,  personal or mixed,  tangible or
intangible,  whether in one or a series of  transactions,  other than  inventory
sold in the ordinary course of business upon customary credit terms and sales of
scrap or obsolete material or equipment,  provided,  however,  that this Section
5.2(i) shall not prohibit any such sale, lease, license, transfer, assignment or
other  disposition if the aggregate book value  (disregarding any write-downs of
such book value other than ordinary depreciation and amortization) of all of the
business,  assets,  rights,  revenues and property disposed of after the date of
this  Agreement  shall  be  less  than  $1,000,000  in  the  aggregate  and  if,
immediately  before and after such  transaction,  no Default or Event of Default
shall exist or shall have occurred and be continuing.

              (j) Nature of Business.  Make any substantial change in the nature
of its business from that engaged in on the date of this  Agreement or engage in
any other businesses other than those in which it is engaged on the date of this
Agreement.

              (k) Dividends and Other Restricted  Payments.  Make, pay, declare,
authorize or distribute  directly or indirectly  any of the  following:  (i) any
dividend,  payment or other  distribution in respect of any class of its capital
stock, other than any dividend,  payment or other distribution from a Subsidiary
to the Company,  (ii) any dividend,  payment or  distribution in connection with
the  redemption,   purchase,  retirement  or  other  acquisition,   directly  or
indirectly, of any shares of its capital stock, other than any dividend, payment
or other  distribution  from a  Subsidiary  to the  Company,  (iii) any payment,
prepayment  or  redemption  of any  Subordinated  Debt,  whether  of  principal,
interest  or  otherwise,  or any  other  payment  or  arrangement  or  agreement
providing for the defeasance of any  Subordinated  Debt, and (iv) any prepayment
or  redemption  of any Senior  Note  Debt,  whether of  principal,  interest  or
otherwise,  or any other payment or arrangement  or agreement  providing for the
defeasance of any Senior Note Debt other than required  prepayment or redemption
payments on the Senior Note Debt as described in the Senior Note  Indenture (all
of the  foregoing  described  in the above  clauses  (i),  (ii),  (iii) and (iv)
collectively  referred to as  "Restricted  Payments")  from the  Effective  Date
hereof to and including June 30, 1999.

After July 1, 1999, the Company may make, pay, declare, authorize or distribute
directly or indirectly such dividends or Restricted Payments up to $1,000,000 in
any year if both of the following conditions are satisfied, both before any such
dividend or Restricted Payment is made and on a pro forma basis satisfactory to
the Agent after giving effect to any such dividend or Restricted Payment: (x) no
Default or Event of Default shall exist or shall have occurred and be continuing
and (y) the Company shall have the ability to borrow at least $2,000,000 in
Loans under this Agreement. The Company acknowledges and

                                       42
<PAGE>   48
agrees that this Section 5.2(k) shall be deemed breached and an Event of Default
shall be deemed to have  occurred 2 Business  Days prior to the date any payment
of principal,  interest or other payment is due on the Subordinated  Debt if the
Company is unable to comply with this Section  5.2(k) on a proforma  basis as of
the date such payment is to be made.  For purposes of this  Agreement,  "capital
stock" shall include capital stock, whether common,  preferred or otherwise, and
any  securities  exchangeable  for or  convertible  into  capital  stock and any
warrants, rights or other options to purchase or otherwise acquire capital stock
or such securities.

         (l) Investments,  Loans and Advances. Purchase or otherwise acquire any
capital stock of or other ownership  interest in, or debt securities of or other
evidences of Indebtedness of, any other person;  nor make any loan or advance of
any of its funds or property or make any other  extension  of credit to, or make
any  investment or acquire any interest  whatsoever  in, any other  person;  nor
incur any Contingent  Liability;  other than (i) extensions of trade credit made
in the  ordinary  course of business on customary  credit terms and  commission,
travel and similar  advances  made to officers  and  employees  in the  ordinary
course of business,  including for personal computers,  (ii) commercial paper of
any  United  States  issuer  having  the  highest  rating  then given by Moody's
Investors Service,  Inc., or Standard & Poor's Rating Group,  direct obligations
of and  obligations  fully  guaranteed  by the  United  States of America or any
agency or instrumentality  thereof, or certificates of deposit of any commercial
bank which is a member of the  Federal  Reserve  System  and which has  capital,
surplus and undivided profit (as shown on its most recently published  statement
of condition)  aggregating not less than $100,000,000,  (iii) those investments,
loans,  advances and other  transactions  described in Schedule  5.2(l)  hereto,
having  the  same  terms  as  existing  on the  date of this  Agreement,  but no
extension or renewal thereof shall be permitted and, (iv) investments, loans and
advances from a Subsidiary to the Company or from the Company to a Guarantor.

         (m)  Transactions  with Affiliates.  Enter into,  become a party to, or
become  liable in respect of, any contract or  undertaking  with any  Affiliate,
other than those shown on Schedule 5.2(m) hereto,  except in the ordinary course
of business and on terms not less  favorable  to the Company or such  Subsidiary
than those which could be obtained if such contract or undertaking  were an arms
length  transaction  with a person other than an Affiliate.  The Company  agrees
that it will not pay,  or allow any  Subsidiaries  to pay,  whether  directly or
indirectly,  any amounts to MS or Holdings pursuant to the management  agreement
referenced on Schedule  5.2(m) or under any similar  agreement or arrangement if
any Event of Default  exists  hereunder or would be caused by any such  payment,
and MS and Holdings agree not to receive any such payment.

         (n)  Modification of Subordinated  Debt and Senior Note Debt.  Amend or
modify,  or consent or agree to any amendment or modification of, (i) any Senior
Note Document that increases the interest rate,  makes the covenants or defaults
thereunder  more  burdensome  or shortens  any maturity  thereunder  or (ii) any
Subordinated  Debt Document,  in each case without the prior written  consent of
the Required Lenders.

         (o) Negative Pledge  Limitation.  Enter into any agreement,  other than
the Senior Notes Indenture as in effect on the Effective Date and without giving
effect to any  subsequent  amendment or  modification  thereof,  with any person
other than the Lenders,  which prohibits or limits the ability of the Company or
any Guarantor to create,  incur,  assume or suffer to exist any lien upon any of
its assets, rights,  revenues or property,  real, personal or mixed, tangible or
intangible, whether now owned or hereafter acquired.

                                       43

<PAGE>   49

         (p) Inconsistent  Agreements.  Enter into any agreement  containing any
provision which would be violated or breached by any Loan Document or any of the
transactions contemplated thereby or by performance by the Company or any of its
Subsidiaries or any Guarantor of its obligations in connection therewith.

         (q) Accounting Changes. The Company shall not change its fiscal year or
make any significant changes (i) in accounting treatment and reporting practices
except as permitted by generally accepted accounting principles and disclosed to
the Lenders,  or (ii) in tax reporting  treatment except as permitted by law and
disclosed to the Lenders.

         (r) Additional  Covenants.  If at any time the Company or any Guarantor
shall enter into or be a party to any  instrument  or  agreement,  including all
such  instruments  or agreements in existence as of the date hereof and all such
instruments  or  agreements  entered into after the date hereof,  relating to or
amending any terms or  conditions  applicable to any of its  Indebtedness  which
includes covenants, terms, conditions or defaults not substantially provided for
in this  Agreement or more  favorable to the lender or lenders  thereunder  than
those provided for in this Agreement,  then the Company shall promptly so advise
the Agent and the Lenders. Thereupon, if the Agent shall request, upon notice to
the  Company,  the Agent and the Lenders  shall enter into an  amendment to this
Agreement or an additional  agreement (as the Agent may request),  providing for
substantially  the same  covenants,  terms,  conditions  and  defaults  as those
provided for in such  instrument or agreement to the extent  required and as may
be selected by the Agent.  In addition to the foregoing,  any covenants,  terms,
conditions or defaults in the Subordinated  Debt Documents or in the Senior Note
Documents not substantially  provided for in this Agreement or more favorable to
the holders of the  Subordinated  Debt or the Senior Note Debt,  as the case may
be, are hereby  incorporated by reference into this Agreement to the same extent
as  if  set  forth  fully  herein,  and  no  subsequent  amendment,   waiver  or
modification  thereof  shall affect any such  covenants,  terms,  conditions  or
defaults as incorporated herein. Without limiting the foregoing,  each of MS and
Holdings agree that they will not amend or modify the terms of any  subordinated
debt  issued by them,  including  without  limitation  the  junior  subordinated
promissory  note due 2007 issued by Holdings,  if such amendment or modification
would shorten the due date of any payment due  thereunder or increase the amount
of any payment due thereunder.


                                    ARTICLE 6
                                     DEFAULT

         6.1  Events of  Default.  The  occurrence  of any one of the  following
events or  conditions  shall be deemed an "Event of  Default"  hereunder  unless
waived pursuant to Section 9.1:

              (a)  Nonpayment.  The Company shall fail to pay when due or within
five  days  of  when  due  any  principal  of the  Notes,  or any  reimbursement
obligation  under  Section  3.3  (whether  by deemed  disbursement  of a Loan or
otherwise), or any interest on the Notes or any fees or any other amount payable
hereunder; or

              (b) Misrepresentation.  Any representation or warranty made by the
Company or any Guarantor in any Loan Document or any other certificate,  report,
financial  statement or other document  furnished by or on behalf of the Company
or any Guarantor in  connection  with this  Agreement,  shall prove to have been
incorrect in any material respect when made or deemed made; or

                                       44
<PAGE>   50

              (c) Certain Covenants.  The Company or any Guarantor shall fail to
perform or observe any term, covenant or agreement contained in Article V (other
than Section 5.1(a)) hereof; or

              (d) Other  Defaults.  The Company or any  Guarantor  shall fail to
perform or observe  any other  term,  covenant or  agreement  contained  in this
Agreement  or in any  Security  Document,  and any  such  failure  shall  remain
unremedied  for 30 calendar  days after notice  thereof shall have been given to
the Company or such Guarantor,  as the case may be, by the Agent (or such longer
or shorter period of time as may be specified in such Security Document); or

              (e) Cross  Default.  The Company or any  Guarantor or any of their
respective  Subsidiaries  shall  fail to pay any part of the  principal  of, the
premium, if any, or the interest on, or any other payment of money due under any
of its Indebtedness  (other than Indebtedness  hereunder),  beyond any period of
grace provided with respect thereto,  which  individually or together with other
such  Indebtedness  as to  which  any  such  failure  exists  has  an  aggregate
outstanding  principal amount in excess of $1,000,000;  or if the Company or any
Guarantor or any of their  respective  Subsidiaries  fails to perform or observe
any other term,  covenant or  agreement  contained  in, or if any other event or
condition  occurs  or  exists  under,  any  agreement,  document  or  instrument
evidencing or securing any such Indebtedness  having such aggregate  outstanding
principal amount,  or under which any such Indebtedness was incurred,  issued or
created,  beyond any period of grace,  if any,  provided with respect thereto if
the effect of such failure is either (i) to cause, or permit the holders of such
Indebtedness  (or a trustee on behalf of such holders) to cause,  any payment in
respect  of such  Indebtedness  to  become  due prior to its due date or (ii) to
permit the holders of such Indebtedness (or a trustee on behalf of such holders)
to elect a majority of the board of directors of the Company; or

              (f) Judgments.  One or more judgments or orders for the payment of
money in an  aggregate  amount  of  $1,000,000,  other  than  those  covered  by
insurance  (provided that only such a judgments for which the relevant insurance
company has accepted coverage thereof shall be considered  covered by insurance)
shall  be  rendered  against  the  Company  or any  Guarantor  or  any of  their
respective Subsidiaries,  or any other judgment or order (whether or not for the
payment of money)  shall be rendered  against or shall affect the Company or any
Guarantor or any of their respective  Subsidiaries which causes or could cause a
Material  Adverse  Effect,  and either  (i) such  judgment  or order  shall have
remained  unsatisfied and the Company or such Guarantor or such Subsidiary shall
not have taken action necessary to stay enforcement thereof by reason of pending
appeal  or  otherwise,  prior to the  expiration  of the  applicable  period  of
limitations  for taking such action or, if such action shall have been taken,  a
final order  denying  such stay shall have been  rendered,  or (ii)  enforcement
proceedings  shall have been commenced by any creditor upon any such judgment or
order; or

              (g) ERISA. The occurrence of any of the following  events, if such
event could alone or in  combination  with any other such event or events have a
Material  Adverse Effect:  a Reportable Event that results in or could result in
material  liability of the Company,  or any Guarantor to the PBGC or to any Plan
which could  constitute  grounds for  termination of any Plan by the PBGC or for
the appointment by the appropriate  United States District Court of a trustee to
administer any Plan or the filing by the Company,  any  Guarantor,  or any ERISA
Affiliate of a notice of intent to terminate a Plan or the  institution of other
proceedings  to terminate a Plan; or the Company,  any  Guarantor,  or any ERISA
Affiliate shall fail to pay when due any material  liability to the PBGC or to a
Plan; or the PBGC shall have instituted proceedings to terminate,  or to cause a
trustee to be  appointed to  administer,  any Plan;  or any person  engages in a
Prohibited Transaction with respect to any Plan which results in or could result
in  material  liability  of the  Company,  or any  Guarantor;  or failure by the
Company, any Guarantor, or any ERISA Affiliate to make a required installment or
other  payment  to any Plan  within the  meaning  of

                                       45
<PAGE>   51
Section  302(f) of ERISA or Section  412(n) of the Code that results in or could
result in material liability of the Company, or any Guarantor to the PBGC or any
Plan; or the withdrawal of the Company,  any Guarantor,  or any ERISA  Affiliate
from a Plan  during  a plan  year in which it was a  "substantial  employer"  as
defined in Section  4001(a)(2)  of ERISA;  or the Company,  any Guarantor or any
ERISA  Affiliate  becomes an employer  with  respect to any  Multiemployer  Plan
without the prior written consent of the Required Lenders; or

         (h)  Insolvency,  Etc.  The  Company,  any  Guarantor  or any of  their
respective Subsidiaries shall be dissolved or liquidated (or any judgment, order
or decree  therefor shall be entered),  or shall  generally not pay its debts as
they  become  due,  or shall  admit in writing  its  inability  to pay its debts
generally,  or shall make a general assignment for the benefit of creditors,  or
shall institute, or there shall be instituted against the Company, any Guarantor
or any of their  respective  Subsidiaries,  any  proceeding  or case  seeking to
adjudicate  it a bankrupt  or  insolvent  or seeking  liquidation,  winding  up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy,  insolvency or reorganization
or relief or  protection of debtors or seeking the entry of an order for relief,
or the appointment of a receiver,  trustee,  custodian or other similar official
for it or for any substantial part of its assets, rights,  revenues or property,
and, if such  proceeding is instituted  against the Company,  such  Guarantor or
such  Subsidiary and is being  contested by the Company,  such Guarantor or such
Subsidiary,  as the case may be, in good faith by appropriate proceedings,  such
proceeding shall remain  undismissed or unstayed for a period of 60 days; or the
Company,  such Guarantor or such Subsidiary shall take any action  (corporate or
other) to authorize any of the actions described above in this subsection; or

         (i) Loan Documents. Any event of default described in any Loan Document
shall have occurred and be continuing, or any material provision of Article VIII
hereof  or of any Loan  Document  shall at any time for any  reason  cease to be
valid and  binding  and  enforceable  against  any  obligor  thereunder,  or the
validity,  binding  effect or  enforceability  thereof shall be contested by any
person,  or any  obligor,  shall  deny that it has any or further  liability  or
obligation thereunder, or any Loan Document shall be terminated,  invalidated or
set aside, or be declared ineffective or inoperative or in any way cease to give
or provide to the Lenders  and the Agent the  benefits  purported  to be created
thereby.

         (j) Change in Control. Any Change in Control shall occur.

6.2      Remedies.

         (a) Upon the  occurrence  and  during the  continuance  of any Event of
Default,  the  Agent  may and,  upon  being  directed  to do so by the  Required
Lenders,  shall by notice to the Company (i) terminate the  Commitments  or (ii)
declare the outstanding  principal of, and accrued  interest on, the Notes,  all
unpaid reimbursement  obligations in respect of drawings under Letters of Credit
and all other  amounts  owing under this  Agreement  to be  immediately  due and
payable, or (iii) demand immediate delivery of cash collateral,  and the Company
agrees to deliver such cash  collateral  upon demand,  in an amount equal to the
maximum amount that may be available to be drawn at any time prior to the stated
expiry  of all  outstanding  Letters  of  Credit,  or any  one  or  more  of the
foregoing,  whereupon the  Commitments  shall  terminate  forthwith and all such
amounts,  including  such cash  collateral,  shall  become  immediately  due and
payable,  provided  that in the case of any  event  or  condition  described  in
Section  6.1(h) with respect to the Company or any  Guarantor,  the  Commitments
shall  automatically  terminate  forthwith and all such amounts,  including such
cash collateral,  shall automatically become immediately due and payable without
notice; in all cases without demand, presentment,  protest, diligence, notice of
dishonor or other formality, all of which are hereby expressly waived. Such cash

                                       46
<PAGE>   52

collateral  delivered  in respect  of  outstanding  Letters  of Credit  shall be
deposited  in a  special  cash  collateral  account  to be held by the  Agent as
collateral security for the payment and performance of the Company's obligations
under this Agreement to the Lenders and the Agent.

         (b) The Agent may and,  upon being  directed  to do so by the  Required
Lenders, shall, in addition to the remedies provided in Section 6.2(a), exercise
and enforce  any and all other  rights and  remedies  available  to it,  whether
arising  under any Loan Document or under  applicable  law, in any manner deemed
appropriate  by the Agent,  including  suit in equity,  action at law,  or other
appropriate  proceedings,  whether for the specific  performance  (to the extent
permitted by law) of any covenant or agreement contained in any Loan Document or
in aid of the exercise of any power granted in any Loan Document.

         (c) Upon the  occurrence  and  during the  continuance  of any Event of
Default,  each Lender may at any time and from time to time,  without  notice to
the Company or any Guarantor (any  requirement  for such notice being  expressly
waived by the Company and each  Guarantor) set off and apply against any and all
of the  obligations of the Company and each Guarantor now or hereafter  existing
under this  Agreement,  whether  owing to such Lender or any other Lender or the
Agent, any and all deposits (general or special, time or demand,  provisional or
final) at any time held and other  indebtedness at any time owing by such Lender
to or for the credit or the  account of the  Company  or any  Guarantor  and any
property of the Company or any Guarantor from time to time in possession of such
Lender,  irrespective  of whether or not such Lender  shall have made any demand
hereunder and although such obligations may be contingent and unmatured. Each of
the Company and the Guarantors hereby grants to the Lenders and the Agent a lien
on and  security  interest in all such  deposits,  indebtedness  and property as
collateral  security for the payment and  performance of the  obligations of the
Company and each Guarantor under this Agreement. The rights of such Lender under
this Section  6.2(c) are in addition to other  rights and  remedies  (including,
without limitation, other rights of setoff) which such Lender may have.


                                    ARTICLE 7
                             THE AGENT AND THE BANKS

         7.1  Appointment  and  Authorization.  Each Lender  hereby  irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise  such powers under the Loan  Documents as are delegated to the Agent
by the terms hereof or thereof,  together with all such powers as are reasonably
incidental  thereto.  The  provisions  of this  Article  VII are  solely for the
benefit of the Agent and the Lenders,  and neither the Company nor any Guarantor
shall  have any rights as a third  party  beneficiary  of any of the  provisions
hereof.  In performing its functions and duties under this Agreement,  the Agent
shall act  solely as agent of the  Lenders  and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for the Company.

         7.2  Agent  and  Affiliates.  NBD  Bank  in its  capacity  as a  Lender
hereunder  shall have the same rights and powers  hereunder  as any other Lender
and may exercise or refrain from  exercising  the same as though it were not the
Agent.  NBD Bank and its affiliates may (without  having to account  therefor to
any Lender)  accept  deposits from,  lend money to, and generally  engage in any
kind of banking,  trust,  financial advisory or other business with the Company,
any Guarantor or any of their  respective  Subsidiaries as if it were not acting
as Agent hereunder, and may accept fees and other consideration therefor without
having to account for the same to the Lenders.


                                       47

<PAGE>   53

         7.3  Scope of  Agent's  Duties.  The  Agent  shall  have no  duties  or
responsibilities  except those  expressly  set forth  herein,  and shall not, by
reason of any Loan Document,  have a fiduciary relationship with any Lender, and
no implied covenants, responsibilities, duties, obligations or liabilities shall
be read into any Loan Document or shall otherwise exist against the Agent. As to
any matters not expressly  provided for by any Loan Document the Agent shall not
be required to exercise any  discretion or take any action,  but the Agent shall
take such action or omit to take any action  pursuant to the reasonable  written
instructions  of the  Required  Lenders  and may request  instructions  from the
Required Lenders.  The Agent shall in all cases be fully protected in acting, or
in refraining from acting,  pursuant to the written instructions of the Required
Lenders  (or all of the  Lenders,  as the case may be,  in  accordance  with the
requirements of this Agreement),  which  instructions and any action or omission
pursuant  thereto shall be binding upon all of the Lenders;  provided,  however,
that the Agent shall not be  required to act or omit to act if, in the  judgment
of the Agent, such action or omission may expose the Agent to personal liability
or is contrary to the Loan Documents or applicable law.

         7.4  Reliance  by Agent.  The Agent  shall be entitled to rely upon any
certificate,  notice,  document  or other  communication  (including  any cable,
telegram, telex, facsimile transmission or oral communication) believed by it to
be  genuine  and  correct  and to have  been  sent or given by or on behalf of a
proper  person.  The Agent may treat the payee of any Note as the holder thereof
unless and until the Agent receives  written  notice of the  assignment  thereof
pursuant  to the  terms of this  Agreement  signed  by such  payee and the Agent
receives  the written  agreement  of the  assignee  that such  assignee is bound
hereby to the same extent as if it had been an original party hereto.  The Agent
may employ  agents  (including  without  limitation  collateral  agents) and may
consult  with legal  counsel (who may be counsel for the  Company),  independent
public  accountants and other experts  selected by it and shall not be liable to
the  Lenders,  except as to money or property  received by it or its  authorized
agents,  for the  negligence or misconduct of any such agent selected by it with
reasonable  care or for any  action  taken or  omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

         7.5  Default.  The Agent shall not be deemed to have  knowledge  of the
occurrence  of any  Default or Event of Default,  unless the Agent has  received
written  notice from a Lender or the Company or any  Guarantor  specifying  such
Default  or Event of  Default  and  stating  that such  notice  is a "Notice  of
Default".  In the event that the Agent  receives such a notice,  the Agent shall
give written notice thereto to the Lenders.

         7.6  Liability  of Agent.  Neither the Agent nor any of its  directors,
officers,  agents,  or  employees  shall be liable to the Lenders for any action
taken or not taken by it or them in  connection  herewith with the consent or at
the request of the Required  Lenders or in the absence of its or their own gross
negligence or willful  misconduct.  Neither the Agent nor any of its  directors,
officers,  agents  or  employees  shall be  responsible  for or have any duty to
ascertain,  inquire  into or verify  (i) any  recital,  statement,  warranty  or
representation  contained in this Agreement,  any Note or any Security Document,
or in any certificate,  report,  financial statement or other document furnished
in connection with this Agreement,  (ii) the performance or observance of any of
the  covenants  or  agreements  of the  Company  or  any  Guarantor,  (iii)  the
satisfaction  of any  condition  specified  in Article  II  hereof,  or (iv) the
validity, effectiveness, legal enforceability,  value or genuineness of the Loan
Documents or any collateral  subject thereto or any other instrument or document
furnished in connection herewith.

         7.7  Nonreliance on Agent and Other Lenders.  Each Lender  acknowledges
and agrees that it has,  independently  and without reliance on the Agent or any
other  Lender,  and based on such  documents  and  information  as it has deemed
appropriate,  made its own credit analysis of the Company and the 

                                       48
<PAGE>   54
Guarantors  and  decision  to  enter  into  this  Agreement  and  that it  will,
independently and without reliance upon the Agent or any other Lender, and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own analysis  and  decision in taking or not taking  action
under this Agreement. The Agent shall not be required to keep itself informed as
to the  performance  or  observance  by the Company or any Guarantor of the Loan
Documents  or any other  documents  referred  to or  provided  for  herein or to
inspect the properties or books of the Company or any Guarantor and,  except for
notices,  reports and other documents and information  expressly  required to be
furnished  to the Lenders by the Agent  hereunder,  the Agent shall not have any
duty or responsibility to provide any Lender with any information concerning the
affairs, financial condition or business of the Company, any Guarantor or any of
their respective Subsidiaries which may come into the possession of the Agent or
any of its affiliates.

         7.8  Indemnification.  The Lenders agree to indemnify the Agent (to the
extent not reimbursed by the Company or any Guarantor,  but without limiting any
obligation of the Company or any Guarantor to make such reimbursement),  ratably
according to the respective  principal  amounts of the Advances then outstanding
made by each of them (or if no  Advances  are at the time  outstanding,  ratably
according to the respective amounts of their Commitments),  from and against any
and all claims, damages, losses,  liabilities,  costs or expenses of any kind or
nature  whatsoever  (including,  without  limitation,  fees and disbursements of
counsel) which may be imposed on, incurred by, or asserted  against the Agent in
any way  relating  to or arising out of any Loan  Document  or the  transactions
contemplated  hereby or any action  taken or omitted by the Agent under any Loan
Document,  provided,  however, that no Lender shall be liable for any portion of
such claims, damages, losses, liabilities,  costs or expenses resulting from the
Agent's  gross  negligence  or willful  misconduct.  Without  limitation  of the
foregoing,  each Lender agrees to reimburse  the Agent  promptly upon demand for
its ratable share of any out-of-pocket  expenses  (including  without limitation
fees and  expenses of  counsel)  incurred  by the Agent in  connection  with the
preparation,  execution, delivery,  administration,  modification,  amendment or
enforcement (whether through  negotiations,  legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities  under, this Agreement,
to the extent that the Agent is not  reimbursed for such expenses by the Company
or any  Guarantor,  but without  limiting the  obligation  of the Company or any
Guarantor to make such reimbursement.  Each Lender agrees to reimburse the Agent
promptly  upon demand for its ratable share of any amounts owing to the Agent by
the Lenders  pursuant to this Section.  If the indemnity  furnished to the Agent
under this Section  shall,  in the  judgment of the Agent,  be  insufficient  or
become  impaired,  the Agent may call for additional  indemnity from the Lenders
and cease, or not commence,  to take any action until such additional  indemnity
is furnished.

         7.9 Successor  Agent. The Agent may resign as such at any time upon ten
days' prior written  notice to the Company and the Lenders.  In the event of any
such  resignation,  the Required  Lenders  shall,  by an  instrument  in writing
delivered to the Company and the Agent,  appoint a  successor,  which shall be a
commercial  bank  organized  under  the laws of the  United  States or any State
thereof and having a combined capital and surplus of at least $500,000,000. If a
successor  is not so appointed  or does not accept such  appointment  before the
Agent's  resignation  becomes  effective,  the  retiring  Agent  may  appoint  a
temporary  successor to act until such  appointment  by the Required  Lenders is
made and  accepted or if no such  temporary  successor  is appointed as provided
above by the retiring Agent, the Required  Lenders shall thereafter  perform all
the duties of the Agent hereunder until such appointment by the Required Lenders
is made and  accepted.  Any  successor to the Agent shall execute and deliver to
the  Company  and the  Lenders an  instrument  accepting  such  appointment  and
thereupon  such  successor  Agent,  without  further act,  deed,  conveyance  or
transfer  shall become  vested with all of the  properties,  rights,  interests,
powers,  authorities  and  obligations  of its  predecessor  hereunder with like
effect as if originally named as Agent hereunder. Upon request of such successor
Agent,  the  Company and the 

                                       49
<PAGE>   55

retiring  Agent shall  execute  and  deliver  such  instruments  of  conveyance,
assignment  and further  assurance and do such other things as may reasonably be
required for more fully and certainly  vesting and  confirming in such successor
Agent  all  such  properties,   rights,  interests,   powers,   authorities  and
obligations.  The  provisions  of  this  Article  VII  shall  thereafter  remain
effective for such  retiring  Agent with respect to any actions taken or omitted
to be taken by such Agent while acting as the Agent hereunder.

         7.10 Sharing of Payments.  The Lenders agree among  themselves that, in
the event that any Lender shall obtain  payment in respect of any Advance or any
other obligation owing to the Lenders under this Agreement  through the exercise
of a right of set-off, banker's lien, counterclaim or otherwise in excess of its
ratable  share of  payments  received  by all of the  Lenders  on account of the
Advances  and other  obligations  (or if no Advances  are  outstanding,  ratably
according  to the  respective  amounts of the  Commitments),  such Lender  shall
promptly  purchase  from the other Lenders  participations  in such Advances and
other obligations in such amounts,  and make such other adjustments from time to
time,  as shall be  equitable  to the end that  all of the  Lenders  share  such
payment in accordance with such ratable shares.  The Lenders further agree among
themselves  that if payment to a Lender  obtained  by such  Lender  through  the
exercise of a right of set-off,  banker's  lien,  counterclaim  or  otherwise as
aforesaid  shall be rescinded or must  otherwise be restored,  each Lender which
shall  have  shared  the  benefit  of  such  payment  shall,  by  repurchase  of
participations theretofore sold, return its share of that benefit to each Lender
whose payment shall have been rescinded or otherwise  restored.  The Company and
the Guarantors  each agrees that any Lender so purchasing  such a  participation
may, to the fullest  extent  permitted  by law,  exercise all rights of payment,
including  set-off,  banker's  lien  or  counterclaim,   with  respect  to  such
participation  as fully as if such Lender were a holder of such Advance or other
obligation in the amount of such participation.  The Lenders further agree among
themselves that, in the event that amounts received by the Lenders and the Agent
hereunder are  insufficient  to pay all such  obligations or insufficient to pay
all such  obligations when due, the fees and other amounts owing to the Agent in
such capacity shall be paid therefrom before payment of obligations owing to the
Lenders under this  Agreement.  Except as otherwise  expressly  provided in this
Agreement,  if any  Lender or the Agent  shall fail to remit to the Agent or any
other Lender an amount  payable by such Lender or the Agent to the Agent or such
other  Lender  pursuant to this  Agreement  on the date when such amount is due,
such payments  shall be made  together with interest  thereon for each date from
the date such  amount is due until the date such  amount is paid to the Agent or
such other Lender at a rate per annum equal to the rate at which  borrowings are
available to the payee in its  overnight  federal  funds  market.  It is further
understood  and agreed  among the  Lenders and the Agent that if the Agent shall
engage in any other  transactions with the Company and shall have the benefit of
any  collateral  or  security  therefor  which  does not  expressly  secure  the
obligations arising under this Agreement except by virtue of a so-called dragnet
clause  or  comparable  provision,  the  Agent  shall be  entitled  to apply any
proceeds  of such  collateral  or security  first in respect of the  obligations
arising in connection  with such other  transaction  before  application  to the
obligations arising under this Agreement.

         7.11  Withholding  Tax Exemption.  At least five Business Days prior to
the first date on which  interest or fees are payable  hereunder for the account
of any Lender, each Lender that is not incorporated under the laws of the United
States of America,  or a state  thereof,  agrees that it will deliver to each of
the Company and the Agent two duly  completed  copies of United States  Internal
Revenue Service Form 1001 or 4224, certifying in either case that such Lender is
entitled  to  receive  payments  under  this  Agreement  and the  Notes  without
deduction or withholding of any United States federal income taxes.  Each Lender
which so delivers a Form 1001 or 4224 further  undertakes  to deliver to each of
the  Company  and the Agent two  additional  copies of such form (or a successor
form) on or before the date that such form expires (currently,  three successive
calendar  years for Form 1001 and one  calendar  year 

                                       50
<PAGE>   56
for  Form  4224) or  becomes  obsolete  or after  the  occurrence  of any  event
requiring  a  change  in the most  recent  forms so  delivered  by it,  and such
amendments  thereto or  extensions  or  renewals  thereof  as may be  reasonably
requested by the Company or the Agent,  in each case certifying that such Lender
is entitled  to receive  payments  under this  Agreement  and the Notes  without
deduction or withholding  of any United States  federal income taxes,  unless an
event (including without limitation any change in treaty, law or regulation) has
occurred  prior to the  date on  which  any such  delivery  would  otherwise  be
required which renders all such forms  inapplicable  or which would prevent such
Lender from duly  completing and delivering any such form with respect to it and
such  Lender  advises  the  Company  and the  Agent  that it is not  capable  of
receiving payments without any deduction or withholding of United States federal
income tax. Each such Lender  delivering  such forms shall indemnify the Company
and the Agent,  and hold harmless the Company and the Agent from, all losses and
damages  suffered by the Company or the Agent for any  inaccuracies  in any such
forms.


                                    ARTICLE 8
                                    GUARANTY

         As an inducement to the Lenders and the Agent to enter into the
transactions contemplated by this Agreement, each Guarantor agrees with the
Lenders and the Agent as follows:

         8.1 Guarantee of Obligations.

              (a) Each Guarantor hereby (i) guarantees, as principal obligor and
not as surety only,  to the Lenders the prompt  payment of the  principal of and
any and all accrued and unpaid interest  (including interest which otherwise may
cease to  accrue  by  operation  of any  insolvency  law,  rule,  regulation  or
interpretation thereof) on the Advances and all other obligations of the Company
to the  Lenders  and the Agent  under the Loan  Documents  when due,  whether by
scheduled maturity,  acceleration or otherwise, all in accordance with the terms
of  the  Loan  Documents,   including,  without  limitation,  default  interest,
indemnification  payments and all reasonable costs and expenses  incurred by the
Lenders  and the Agent in  connection  with  enforcing  any  obligations  of the
Company  hereunder,   including  without  limitation  the  reasonable  fees  and
disbursements  of counsel,  (ii) guarantees the prompt and punctual  performance
and observance of each and every term,  covenant or agreement  contained in this
Agreement  and the Notes to be performed or observed on the part of the Company,
(iii)  guarantees,  as principal  obligor not as surety only, to the Lenders the
prompt  payment of any  obligation  or other  liability  pursuant to any Hedging
Contract among the Company or any Guarantor with any Lender,  and (iv) agrees to
make prompt  payment,  on demand,  of any and all reasonable  costs and expenses
incurred  by  the  Lenders  or  the  Agent  in  connection  with  enforcing  the
obligations of the Guarantors  hereunder,  including,  without  limitation,  the
reasonable  fees and  disbursements  of counsel,  in all cases described in this
clause (a) whether now owing or outstanding  or at any time  hereafter  owing or
outstanding  (all  of  the  foregoing  being  collectively  referred  to as  the
"Guaranteed Obligations").

              (b) If for any reason any duty,  agreement  or  obligation  of the
Company  contained in this  Agreement  shall not be performed or observed by the
Company as provided  therein,  or if any amount  payable  under or in connection
with this  Agreement  shall not be paid in full  when the same  becomes  due and
payable,  each Guarantor undertakes to perform or cause to be performed promptly
each of such duties,  agreements and  obligations and to pay forthwith each such
amount to the Agent for the account of the Lenders  regardless of any defense or
setoff or counterclaim  which the Company may have or assert,  and regardless of
any other condition or contingency.

                                       51
<PAGE>   57

         8.2 Nature of Guaranty.  The  obligations of the  Guarantors  hereunder
constitute an absolute and unconditional and irrevocable guaranty of payment and
not a guaranty of collection  and are wholly  independent  of and in addition to
other  rights and  remedies of the Lenders and the Agent and are not  contingent
upon the pursuit by the  Lenders and the Agent of any such rights and  remedies,
such pursuit being hereby waived by the Guarantors.

         8.3 Waivers and Other Agreements. Each Guarantor hereby unconditionally
(a) waives any requirement that the Lenders or the Agent, upon the occurrence of
an Event of Default first make demand upon, or seek to enforce  remedies against
the Company before demanding payment under or seeking to enforce the obligations
of  the  Guarantors  hereunder,  (b)  covenants  that  the  obligations  of  the
Guarantors  hereunder will not be discharged  except by complete  performance of
all obligations of the Company contained in the Loan Documents,  (c) agrees that
the  obligations  of the  Guarantors  hereunder  shall  remain in full force and
effect  without  regard  to,  and shall not be  affected  or  impaired,  without
limitation,  by any invalidity,  irregularity or unenforceability in whole or in
part of this  Agreement or the Notes,  or any limitation on the liability of the
Company  thereunder,  or any  limitation  on the  method  or  terms  of  payment
thereunder which may or hereafter be caused or imposed in any manner  whatsoever
(including,  without limitation, usury laws), (d) waives diligence,  presentment
and  protest  with  respect  to, and any notice of  default or  dishonor  in the
payment of any amount at any time payable by the Company  under or in connection
with the Loan  Documents,  and  further  waives  any  requirement  of  notice of
acceptance of, or other formality relating to, the obligations of the Guarantors
hereunder  and (e) agrees  that the  Guaranteed  Obligations  shall  include any
amounts paid by the Company to the Lenders or the Agent which may be required to
be returned to the Company or to its  representative or to a trustee,  custodian
or receiver for the Company,  and this Guaranty  shall continue to be effective,
or be  reinstated,  as the case may be, with respect to any amounts which may be
required to be so returned.

         8.4 Obligations Absolute.  The obligations,  covenants,  agreements and
duties of the Guarantors under this Agreement shall not be released, affected or
impaired by any of the  following  whether or not  undertaken  with notice to or
consent of the Guarantors:  (a) an assignment or transfer,  in whole or in part,
of the Advances  made to the Company or of this  Agreement or any Note  although
made without  notice to or consent of the  Guarantors,  or (b) any waiver by any
Lender or the Agent or by any other person,  of the performance or observance by
the Company of any of the agreements,  covenants,  terms or conditions contained
in this  Agreement or in the other Loan  Documents,  or (c) any indulgence in or
the  extension  of the time for payment by the  Company of any  amounts  payable
under or in connection with this Agreement or any other Loan Document, or of the
time for  performance by the Company of any other  obligations  under or arising
out of this  Agreement or any other Loan  Document,  or the extension or renewal
thereof,  or (d) the  modification,  amendment  or waiver  (whether  material or
otherwise) of any duty, agreement or obligation of the Company set forth in this
Agreement or any other Loan Document (the modification, amendment or waiver from
time to time of this  Agreement  and the other Loan  Documents  being  expressly
authorized  without further notice to or consent of the Guarantors),  or (e) the
voluntary  or  involuntary  liquidation,  sale or  other  disposition  of all or
substantially all of the assets of the Company or any receivership,  insolvency,
bankruptcy,  reorganization, or other similar proceedings, affecting the Company
or any of its assets,  or (f) the merger or  consolidation of the Company or the
Guarantors with any other person, or (g) the release of discharge of the Company
or the Guarantors from the performance or observance of any agreement, covenant,
term or condition  contained in this  Agreement or any other Loan  Document,  by
operation of law, or (h) any other cause  whether  similar or  dissimilar to the
foregoing  which would  release,  affect or impair the  obligations,  covenants,
agreements or duties of the Guarantors hereunder.  The Guaranty pursuant to this
Article VIII shall be released,  subject to reinstatement  under Section 8.3(e),
when all Guaranteed 

                                       52

<PAGE>   58

Obligations have been  irrevocably  paid in immediately  available funds and all
Commitments,  Letters  of Credit  and  Hedging  Contracts  have  expired or been
terminated.

         8.5 No Investigation by Lenders or Agent.  Each Guarantor hereby waives
unconditionally  any obligation  which,  in the absence of such  provision,  the
Lenders or the Agent might otherwise have to investigate or to assure that there
has  been  compliance  with  the law of any  jurisdiction  with  respect  to the
Guaranteed  Obligations  recognizing  that, to save both time and expense,  each
Guarantor  has  requested  that the  Lenders  and the Agent not  undertake  such
investigation.  Each Guarantor hereby expressly confirms that the obligations of
such Guarantor hereunder shall remain in full force and effect without regard to
compliance  or  noncompliance   with  any  such  law  and  irrespective  of  any
investigation or knowledge of any Lender or the Agent of any such law.

         8.6 Indemnity.  As a separate,  additional  and continuing  obligation,
each Guarantor  unconditionally  and irrevocably  undertakes and agrees with the
Lenders and the Agent that, should the Guaranteed Obligations not be recoverable
from the  Guarantors  under  Section 8.1 for any reason  whatsoever  (including,
without  limitation,  by reason of any provision of any Loan  Document  being or
becoming void,  unenforceable,  or otherwise  invalid under any applicable  law)
then,  notwithstanding  any knowledge  thereof by any Lender or the Agent at any
time, each Guarantor as sole, original and independent  obligor,  upon demand by
the Agent, will make payment to the Agent for the account of the Lenders and the
Agent of the Guaranteed  Obligations by way of a full indemnity in such currency
and otherwise in such manner as is provided in this Agreement and the Notes.

         8.7  Subordination,  Subrogation,  Etc. Each Guarantor  agrees that any
present or future indebtedness, obligations or liabilities of the Company to any
Guarantor shall be fully subordinate and junior in right and priority of payment
to any present or future indebtedness, obligations or liabilities of the Company
to the Lenders and the Agent.  Each Guarantor waives any right of subrogation to
the rights of any Lender or the Agent  against the  Company or any other  person
obligated  for  payment  of  the  Guaranteed   Obligations   and  any  right  of
reimbursement  or  indemnity  whatsoever  arising or accruing out of any payment
which any Guarantor may make pursuant to this  Agreement and the Notes,  and any
right of recourse  to security  for the debts and  obligations  of the  Company,
unless and until all Guaranteed Obligations shall have been paid in full.

         8.8 Waiver.  To the extent that it lawfully may, each Guarantor  agrees
that it will not at any time insist upon or plead,  or in any manner  whatsoever
claim or take any benefit or advantage of any applicable present or future stay,
extension or moratorium  law, which may affect  observance or performance of the
provisions  of the Loan  Documents;  nor will it claim,  take or insist upon any
benefit or advantage of any present or future law providing  for the  evaluation
or appraisal of any security for its obligations  hereunder or the Company under
the Loan Documents prior to any sale or sales thereof which may be made under or
by virtue of any instrument governing the same; nor will it, after any such sale
or sales claim or exercise any right,  under any  applicable  law, to redeem any
portion of such security so sold.



                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1  Amendments, Etc.


                                       53
<PAGE>   59

         (a) No amendment, modification,  termination or waiver of any provision
of any  Loan  Document  nor any  consent  to any  departure  therefrom  shall be
effective  unless  the same shall be in writing  and signed by the  Company  and
Required  Lenders  and,  to the  extent any rights or duties of the Agent may be
affected  thereby,  the  Agent,  provided,  however,  that  no  such  amendment,
modification,  termination,  waiver or consent shall, without the consent of the
Agent and all of the Lenders, (i) authorize or permit the extension of time for,
or any  reduction of the amount of, any payment of the principal of, or interest
on, the Notes or any Letter of Credit reimbursement  obligation,  or any fees or
other amount payable hereunder,  (ii) amend,  extend or terminate the respective
Commitments  of any  Lender  set  forth on the  signature  pages  hereof  or the
definition  of  Required  Lenders,  or (iii)  provide for the  discharge  of any
material Guarantor or release all or substantially all of the collateral subject
to the Security Documents.

         (b) Any such  amendment,  waiver or consent shall be effective  only in
the specific instance and for the specific purpose for which given.

         (c) Notwithstanding  anything herein to the contrary, no Lender that is
in default of any of its obligations to fund any amount due under this Agreement
shall be entitled to vote  (whether to consent or to withhold its consent)  with
respect to any amendment,  modification,  termination or waiver of any provision
of this  Agreement or any departure  therefrom or any direction from the Lenders
to the Agent,  and, for purposes of determining the Required Lenders at any time
when any Lender is in default under this Agreement, the Commitments and Advances
of such defaulting Lenders shall be disregarded.

     9.2 Notices.

         (a) Except as otherwise  provided in Section 9.2(c) hereof, all notices
and other communications hereunder shall be in writing and shall be delivered or
sent to the  Company,  Guarantors,  the Agent and the Lenders at the  respective
addresses for notices set forth on the signatures pages hereof, or to such other
address as may be designated  by the Company,  any  Guarantor,  the Agent or any
Lender  by  notice  to  the  other  parties   hereto.   All  notices  and  other
communications shall be deemed to have been given at the time of actual delivery
thereof to such address,  or, unless sooner delivered,  (i) if sent by certified
or registered mail, postage prepaid, to such address, on the third day after the
date of  mailing,  (ii)  if  sent by  telex,  upon  receipt  of the  appropriate
answerback,  or (iii) if sent by facsimile  transmission,  upon  confirmation of
receipt  by  telephone  at the  number  specified  for  confirmation,  provided,
however, that notices to the Agent shall not be effective until received.

         (b) Notices by the Company to the Agent with respect to terminations or
reductions  of the  Commitments  pursuant to Section 2.2,  requests for Advances
pursuant to Section 2.4,  requests for  continuations  or  conversions  of Loans
pursuant to Section 2.7 and notices of prepayment  pursuant to Section 3.1 shall
be irrevocable and binding on the Company.

         (c) Any  notice to be given by the  Company  to the Agent  pursuant  to
Sections  2.4,  2.7 or 3.1 and any notice to be given by the Agent or any Lender
hereunder,  may be given by telephone, and all such notices given by the Company
must be  immediately  confirmed  in writing in the  manner  provided  in Section
9.2(a).  Any such  notice  given by  telephone  shall be deemed  effective  upon
receipt thereof by the party to whom such notice is to be given. The Company and
the Guarantors  shall indemnify and hold harmless the Lenders and the Agent from
any and all losses,  damages,  liabilities  and claims  arising  from their good
faith reliance on any such telephone notice.

                                       54
<PAGE>   60

         (d) No Waiver By Conduct;  Remedies Cumulative. No course of dealing on
the part of the Agent or any Lender, nor any delay or failure on the part of the
Agent or any Lender in exercising any right, power or privilege  hereunder shall
operate as a waiver of such right, power or privilege or otherwise prejudice the
Agent's or such Lender's rights and remedies hereunder;  nor shall any single or
partial  exercise  thereof preclude any further exercise thereof or the exercise
of any other right,  power or privilege.  No right or remedy  conferred  upon or
reserved  to the Agent or any  Lender  under  this  Agreement,  the Notes or any
Security Document is intended to be exclusive of any other right or remedy,  and
every right and remedy shall be cumulative  and in addition to every other right
or remedy granted  thereunder or now or hereafter  existing under any applicable
law. Every right and remedy granted by this Agreement, the Notes or any Security
Document or by applicable  law to the Agent or any Lender may be exercised  from
time to time and as often as may be deemed  expedient by the Agent or any Lender
and, unless contrary to the express  provisions of this Agreement,  the Notes or
any Security  Document,  irrespective  of the  occurrence or  continuance of any
Default or Event of Default.

    9.3  Reliance  on  and  Survival  of  Various  Provisions.  All  terms,
covenants,  agreements,  representations  and  warranties  of the Company or any
Guarantor made herein or in any Security Document or in any certificate, report,
financial  statement or other document  furnished by or on behalf of the Company
or any  Guarantor  in  connection  with  this  Agreement  shall be  deemed to be
material  and to have  been  relied  upon by the  Lenders,  notwithstanding  any
investigation  heretofore  or hereafter  made by any Lender or on such  Lender's
behalf,  and those  covenants and agreements of the Company set forth in Section
3.7, 3.9 and 9.5 hereof shall  survive the repayment in full of the Advances and
the termination of the Commitments.

    9.4 Expenses; Indemnification.

         (a) The Company  agrees to pay, or reimburse  the Agent for the payment
of, on demand,  (i) the  reasonable  fees and  expenses of counsel to the Agent,
including without  limitation the fees and expenses of Dickinson Wright PLLC, in
connection with the preparation,  execution, delivery and administration of this
Agreement, the Notes, the Security Documents and in connection with advising the
Agent  as to its  rights  and  responsibilities  with  respect  thereto,  and in
connection with any amendments, waivers or consents in connection therewith, and
(ii) all stamp and other taxes and fees payable or  determined  to be payable in
connection with the execution,  delivery, filing or recording of this Agreement,
Notes,  the  Security  Documents  (or the  verification  of  filing,  recording,
perfection  or  priority  thereof)  or  the  consummation  of  the  transactions
contemplated  hereby,  and any and all liabilities  with respect to or resulting
from any delay in paying or  omitting  to pay such taxes or fees,  and (iii) all
reasonable costs and expenses of the Agent and the Lenders (including reasonable
fees and expenses of counsel and whether  incurred through  negotiations,  legal
proceedings or otherwise)) in connection with any Default or Event of Default or
the enforcement  of, or the exercise or  preservation  of any rights under,  any
Loan Document or in connection  with any  refinancing  or  restructuring  of the
credit arrangements  provided under this Agreement and (iv) all reasonable costs
and  expenses  of the  Agent  and the  Lenders  (including  reasonable  fees and
expenses of counsel) in connection  with any action or proceeding  relating to a
court order,  injunction  or other process or decree  restraining  or seeking to
restrain the Agent from paying any amount  under,  or otherwise  relating in any
way to,  any Letter of Credit  and any and all costs and  expenses  which any of
them may incur relative to any payment under any Letter of Credit.

         (b) The Company  hereby  indemnifies  and agrees to hold  harmless  the
Lenders and the Agent, and their respective officers,  directors,  employees and
agents,  harmless  from  and  against  any  and  all  claims,  damages,  losses,
liabilities,  costs or  expenses  of any kind or  nature  whatsoever  which  the

                                       55
<PAGE>   61

Lenders  or the  Agent or any such  person  may  incur or which  may be  claimed
against any of them by reason of or in connection with any Letter of Credit, and
neither any Lender nor the Agent or any of their respective officers, directors,
employees or agents shall be liable or responsible for: (i) the use which may be
made of any Letter of Credit or for any acts or omissions of any  beneficiary in
connection therewith; (ii) the validity, sufficiency or genuineness of documents
or of any endorsement thereon, even if such documents should in fact prove to be
in any or all  respects  invalid,  insufficient,  fraudulent  or  forged;  (iii)
payment  by the  Agent to the  beneficiary  under any  Letter of Credit  against
presentation  of  documents  which do not comply with the terms of any Letter of
Credit,  including  failure of any  documents to bear any  reference or adequate
reference to such Letter of Credit;  (iv) any error,  omission,  interruption or
delay in  transmission,  dispatch or delivery of any message or advice,  however
transmitted,  in connection with any Letter of Credit; or (v) any other event or
circumstance  whatsoever  arising  in  connection  with any  Letter  of  Credit;
provided,  however,  that the Company  shall not be required  to  indemnify  the
Lenders and the Agent and such other persons, and the Lenders shall be liable to
the Company to the extent,  but only to the extent, of any direct, as opposed to
consequential  or incidental,  damages suffered by the Company which were caused
by (A)  the  Agent's  wrongful  dishonor  of any  Letter  of  Credit  after  the
presentation to it by the beneficiary  thereunder of a draft or other demand for
payment and other documentation strictly complying with the terms and conditions
of such  Letter  of  Credit,  or (B) the  Agent's  payment  by the  Agent to the
beneficiary  under any Letter of Credit against  presentation of documents which
do not comply with the terms of the Letter of Credit to the extent,  but only to
the extent, that such payment constitutes gross negligence of willful misconduct
of the Agent.  It is  understood  that in making any  payment  under a Letter of
Credit the Agent will rely on  documents  presented  to it under such  Letter of
Credit as to any and all matters set forth therein without further investigation
and regardless of any notice or  information to the contrary,  and such reliance
and payment against documents  presented under a Letter of Credit  substantially
complying with the terms thereof shall not be deemed gross negligence or willful
misconduct  of  the  Agent  in  connection  with  such  payment.  It is  further
acknowledged and agreed that the Company may have rights against the beneficiary
or others in  connection  with any  Letter of Credit  with  respect to which the
Lenders are alleged to be liable and it shall be a precondition of the assertion
of any  liability of the Lenders under this Section that the Company shall first
have  materially  exhausted  all remedies in respect of the alleged loss against
such  beneficiary  and any other parties  obligated or liable in connection with
such Letter of Credit and any related transactions.

         (c) The Company  hereby  indemnifies  and agrees to hold  harmless  the
Lenders and the Agent, and their respective officers,  directors,  employees and
agents, from and against any and all claims, damages, losses, liabilities, costs
or expenses of any kind or nature  whatsoever  (including  reasonable  attorneys
fees  and   disbursements   incurred  in  connection  with  any   investigative,
administrative  or  judicial  proceeding  whether  or not such  person  shall be
designated as a party thereto) which the Lenders or the Agent or any such person
may incur at any time or which may be claimed against any of them at any time by
reason  of or in  connection  with  entering  into  the  Loan  Documents  or the
transactions  contemplated  thereby,  including without limitation those arising
under Environmental Laws, any transaction financed or to be financed in whole or
in part,  directly or indirectly,  with any proceeds of any Advance or any other
actions of the Company or any  Guarantor;  provided,  however,  that the Company
shall not be required to  indemnify  any such Lender and the Agent or such other
person, to the extent, but only to the extent,  that such claim,  damage,  loss,
liability,  cost or expense is attributable  to the gross  negligence or willful
misconduct of such Lender or the Agent, as the case may be.

         9.5 Successors and Assigns.


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<PAGE>   62

         (a) This  Agreement  shall be binding  upon and inure to the benefit of
the parties hereto and their  respective  successors and assigns,  provided that
the Company may not, without the prior consent of the Lenders, assign its rights
or  obligations  hereunder or under the Notes or any  Security  Document and the
Lenders shall not be obligated to make any Advance hereunder to any entity other
than the Company.

         (b) Any Lender may sell to any financial  institution or  institutions,
and such financial institution or institutions may further sell, a participation
interest  (undivided or divided) in, the Advances and such  Lender's  rights and
benefits under this Agreement,  the Notes and the Security Documents, and to the
extent of that  participation  interest such  participant or participants  shall
have the same rights and benefits against the Company under Section 3.7, 3.9 and
6.2(c) as it or they would have had if such participant or participants were the
Lender making the Advances to the Company hereunder, provided, however, that (i)
such Lender's obligations under this Agreement shall remain unmodified and fully
effective  and  enforceable  against such Lender,  (ii) such Lender shall remain
solely  responsible  to the other  parties  hereto for the  performance  of such
obligations,  (iii)  such  Lender  shall  remain the holder of its Notes for all
purposes of this  Agreement,  (iv) the Company,  the Agent and the other Lenders
shall  continue to deal solely and directly with such Lender in connection  with
such Lender's rights and obligations  under this Agreement,  and (v) such Lender
shall not grant to its participant any rights to consent or withhold  consent to
any action  taken by such  Lender or the Agent under this  Agreement  other than
action requiring the consent of all of the Lenders hereunder.

         (c) The Agent  from  time to time in its sole  discretion  may  appoint
agents for the purpose of servicing  and  administering  this  Agreement and the
transactions  contemplated  hereby and  enforcing  or  exercising  any rights or
remedies of the Agent provided  under this  Agreement,  the Notes,  any Security
Documents or otherwise.  In furtherance of such agency,  the Agent may from time
to time direct that the Company and the Guarantors provide notices,  reports and
other documents  contemplated by this Agreement (or duplicates  thereof) to such
agent. The Company and each Guarantor hereby consents to the appointment of such
agent and agrees to provide all such notices, reports and other documents and to
otherwise  deal with such agent acting on behalf of the Agent in the same manner
as would be required if dealing with the Agent itself.

         (d) Each Lender may, with the prior consent of the Company (which shall
not be unreasonably  withheld and may not be withheld if an Event of Default has
occurred and is continuing) and the Agent,  assign to one or more banks or other
entities  all or a portion of its rights and  obligations  under this  Agreement
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and the Note or Notes held by it); provided,  however, that (i) each
such  assignment  shall be of a uniform,  and not a varying,  percentage  of all
rights and  obligations,  (ii) except in the case of an  assignment  of all of a
Lender's  rights and  obligations  under this  Agreement,  (A) the amount of the
Commitment  of the  assigning  Lender  being  assigned  pursuant  to  each  such
assignment  (determined as of the date of the  Assignment  and  Acceptance  with
respect to such assignment)  shall in no event be less than  $5,000,000,  and in
integral  multiples  of  $1,000,000  thereafter,  or such  lesser  amount as the
Company  and the Agent may consent to and (B) after  giving  effect to each such
assignment,  the amount of the  Commitment of the  assigning  Lender shall in no
event be less than  $5,000,000,  (iii) the parties to each such assignment shall
execute  and  deliver to the Agent,  for its  acceptance  and  recording  in the
Register,  an  Assignment  and  Acceptance  in the form of  Exhibit F hereto (an
"Assignment  and  Acceptance"),  together with any Note or Notes subject to such
assignment and a processing and recordation  fee of $3,000,  and (iv) any Lender
may without the consent of the Company or the Agent, and without paying any fee,
assign to any  Affiliate of such Lender that is a bank or financial  institution
all of its rights and  obligations  under this  Agreement.  Upon such execution,
delivery,  acceptance and


                                       57

<PAGE>   63
recording,  from and after the effective date  specified in such  Assignment and
Acceptance,  (x) the  assignee  thereunder  shall be a party  hereto and, to the
extent that rights and  obligations  hereunder have been assigned to it pursuant
to such Assignment and  Acceptance,  have the rights and obligations of a Lender
hereunder  and (y) the Lender  assignor  thereunder  shall,  to the extent  that
rights and  obligations  hereunder  have been  assigned  by it  pursuant to such
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Acceptance covering all of the remaining portion of an assigning Lender's rights
and  obligations  under this  Agreement,  such Lender  shall cease to be a party
hereto).

         (e) By executing  and  delivering  an Assignment  and  Acceptance,  the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties  hereto as follows:  (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or  warranty  and  assumes no  responsibility  with  respect to any  statements,
warranties or  representations  made in or in connection  with this Agreement or
the execution, legality, validity, enforceability,  genuineness,  sufficiency or
value of this Agreement or any other instrument or document  furnished  pursuant
hereto;  (ii) such  assigning  Lender  makes no  representation  or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the performance or observance by the Company of any of its obligations  under
this Agreement or any other  instrument or document  furnished  pursuant hereto;
(iii) such  assignee  confirms  that it has  received a copy of this  Agreement,
together with copies of the financial  statements referred to in Section 4.6 and
such other  documents and  information as it has deemed  appropriate to make its
own credit  analysis and decision to enter into such  Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender and based on such documents and information
as it shall  deem  appropriate  at the  time,  continue  to make its own  credit
decisions in taking or not taking action under this Agreement; (v) such assignee
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion  under this Agreement as are delegated to
the Agent by the terms hereof,  together with such powers and  discretion as are
reasonably  incidental  thereto;  and (vi)  such  assignee  agrees  that it will
perform in accordance with their terms all of the obligations  that by the terms
of this Agreement are required to be performed by it as a Lender.

         (f) The Agent shall maintain at its address designated on the signature
pages hereof a copy of each Assignment and Acceptance  delivered to and accepted
by it and a  register  for the  recordation  of the names and  addresses  of the
Lenders and the  Commitment  of, and principal  amount of the Advances owing to,
each Lender  from time to time (the  "Register").  The  entries in the  Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Company,  the Agent and the Lenders may treat each person whose name is recorded
in the Register as a Lender  hereunder for all purposes of this  Agreement.  The
Register  shall be available for  inspection by the Company or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

         (g) Upon its receipt of an  Assignment  and  Acceptance  executed by an
assigning  Lender and an assignee,  together  with any Note or Notes  subject to
such  assignment,  the Agent shall,  if such  Assignment and Acceptance has been
completed,   (i)  accept  such  Assignment  and  Acceptance,   (ii)  record  the
information  contained  therein in the  Register  and (iii) give  prompt  notice
thereof to the  Company.  Within  five  Business  Days after its receipt of such
notice, the Company, at its own expense,  shall execute and deliver to the Agent
in exchange  for the  surrendered  Note or Notes a new Note to the order of such
assignee  in an amount  equal to the  Commitment  assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained a Commitment
hereunder, a new Note to the order of the assigning Lender in an amount equal to
the Commitment  retained by it hereunder.  Such new Note or Notes shall be in an
aggregate 

                                       58
<PAGE>   64
principal  amount equal to the aggregate  principal  amount of such  surrendered
Note or  Notes,  shall  be  dated  the  effective  date of such  Assignment  and
Acceptance and shall otherwise be in substantially the form of Exhibit F hereto.

         (h)  Additional  lenders may also become  Lenders  hereunder,  with the
prior written  consent of the Company and the Agent,  by executing an Assumption
Agreement  substantially  in the form of Exhibit G. Any  Lender,  subject to the
prior written approval of the Agent and the Company and subject to being paid in
full or all outstanding liabilities owing to such Lender, may be terminated as a
Lender  hereunder and upon such termination the Company shall have the option to
select a bank to  replace  such  terminating  bank and to assume  the rights and
obligations of such terminated Lender hereunder,  provided that such replacement
bank  is  acceptable   to  the  Agent  and  executes  an  Assumption   Agreement
substantially  in the form of  Exhibit G hereto.  Upon any  Lender  being  added
hereto or  terminated,  a new schedule will be  distributed  by the Agent to all
Lenders and the Company  showing the  Commitment  amount and the  percentage  of
total commitments of each Lender.

         (i) The Lenders may, in connection with any assignment or participation
or proposed  assignment or participation  pursuant to this Section 9.6, disclose
to  the  assignee  or  participant  or  proposed  assignee  or  participant  any
information relating to the Company.

         (j)  Notwithstanding  any other  provision set forth in this Agreement,
any Lender may at any time create a security interest in, or assign,  all or any
portion of its rights under this Agreement (including,  without limitation,  the
Loans  owing  to it and the Note or  Notes  held by it) in favor of any  Federal
Reserve Lender in accordance  with Regulation A of the Board of Governors of the
Federal  Reserve System;  provided that such creation of a security  interest or
assignment  shall not  release  such  Lender  from its  obligations  under  this
Agreement.

      9.6  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any of the parties hereto may execute this Agreement by signing
any such counterpart.

      9.7  Governing Law. This  Agreement is a contract made under,  and shall 
be governed by and construed in accordance  with,  the law of the State
of Michigan applicable to contracts made and to be performed  entirely within
such State and without  giving effect to choice of law  principles  of such
State.  Each of the Company  and the  Guarantors  and the Lenders  further 
agrees that any legal or equitable  action  or  proceeding  with  respect  to
any  Loan  Document  or the transactions  contemplated  hereby shall be brought
in any court of the State of Michigan,  or in any court of the United States of
America  sitting in Michigan, and the Company and each Guarantor and the
Lenders hereby submits to and accepts generally and  unconditionally  the
jurisdiction of those courts with respect to its person and  property,  and, in
the case of the  Company  and each  Guarantor irrevocably  appoints Harold
Brown, V.P.  Finance,  whose address in Michigan is 24331 Sherwood, Centerline, 
Michigan 48015, as its agent for service of process and  irrevocably  consents
to the service of process in connection with any such action or  proceeding  by 
personal  delivery to such agent or to the Company or such  Guarantor,  as the
case may be, or by the mailing thereof by registered or certified mail, 
postage prepaid to the Company or such Guarantor at its address for notices 
pursuant to Section  9.2. The Company  shall at all times  maintain such an
agent in Michigan  for such purpose and shall notify the Lenders and the Agent
of such  agent's  address  in  Michigan  within  ten days of any change of
address. Nothing in this paragraph shall affect the right of the Lenders and
the Agent to serve  process in any other manner  permitted by law or limit the
right of the Lenders or the Agent to bring any such action or  proceeding 
against the Company or any  Guarantor  or property in the courts of any other 
jurisdiction. The Company and each  Guarantor and the Lenders 

                                       59
<PAGE>   65
hereby  irrevocably  waives  any  objection  to the  laying of venue of any such
action or proceeding in the above described courts.

         9.8 Table of  Contents  and  Headings.  The table of  contents  and the
headings of the various subdivisions hereof are for the convenience of reference
only and shall in no way modify any of the terms or provisions hereof.

         9.9  Construction  of  Certain  Provisions.  If any  provision  of this
Agreement  refers to any action 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,  whether or not expressly
specified in such provision.

         9.10 Integration and Severability. The Loan Documents embody the entire
agreement and  understanding  between the Company,  the Guarantors and the Agent
and the Lenders, and supersede all prior agreements and understandings, relating
to the subject matter hereof.  In case any one or more of the obligations of the
Company or any Guarantor  under any Loan Document  shall be invalid,  illegal or
unenforceable in any jurisdiction,  the validity, legality and enforceability of
the remaining obligations of the Company and the Guarantors shall not in any way
be  affected  or  impaired   thereby,   and  such   invalidity,   illegality  or
unenforceability in one jurisdiction shall not affect the validity,  legality or
enforceability of the obligations of the Company or any Guarantor under any Loan
Document in any other jurisdiction.

         9.11 Independence of Covenants.  All covenants hereunder shall be given
independent  effect so that if a particular action or condition is not permitted
by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise  within the limitations of, another  covenant shall not avoid
the  occurrence  of a Default or an Event of Default if such  action is taken or
such condition exists.

         9.12 Interest Rate  Limitation.  Notwithstanding  any provisions of any
Loan  Document,  in no event shall the amount of  interest  paid or agreed to be
paid by the Company  exceed an amount  computed at the highest  rate of interest
permissible  under  applicable  law.  If,  from  any  circumstances  whatsoever,
fulfillment  of any  provision of any Loan Document at the time  performance  of
such  provision  shall  be  due,  shall  involve  exceeding  the  interest  rate
limitation validly prescribed by law which a court of competent jurisdiction may
deem applicable hereto,  then, ipso facto, the obligations to be fulfilled shall
be reduced to an amount  computed  at the highest  rate of interest  permissible
under  applicable  law, and if for any reason  whatsoever  any Lender shall ever
receive  as  interest  an amount  which  would be  deemed  unlawful  under  such
applicable  law such interest shall be  automatically  applied to the payment of
principal of the  Advances  outstanding  hereunder  (whether or not then due and
payable) and not to the payment of interest, or shall be refunded to the Company
if such  principal and all other  obligations of the Company to the Lenders have
been paid in full.

         9.13  Waiver of Jury  Trial.  The Lenders and the Agent and the Company
and the  Guarantors,  after  consulting or having had the opportunity to consult
with counsel,  knowingly,  voluntarily and intentionally  waive any right any of
them may have to a trial by jury in any litigation  based upon or arising out of
any Loan Document or any of the  transactions  contemplated by any Loan Document
or any course of  conduct,  dealing,  statements  (whether  oral or  written) or
actions of any of them.  Neither any Lender,  the Agent,  any  Guarantor nor the
Company shall seek to consolidate, by counterclaim or otherwise, any such action
in which a jury  trial has been  waived  with any  other  action in which a jury
trial cannot be or has not been waived.  These provisions shall not be deemed to
have been modified in any respect or  relinquished by any party hereto except by
a written instrument executed by such party.

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<PAGE>   66
         9.14 Complete Agreement; Amendment and Restatement. This Agreement, the
Notes, any requests for advance or Letters of Credit  hereunder,  the other Loan
Documents and any agreements,  certificates,  or other documents given to secure
the Indebtedness,  contain the entire agreement of the parties hereto,  and none
of the parties hereto shall be bound by anything not expressed in writing.  This
Agreement  constitutes  an amendment  and  restatement  of the  Existing  Credit
Agreement,  which Existing Credit  Agreement is fully superseded and amended and
restated  in its  entirety  hereby;  provided,  however,  that the  Indebtedness
governed by the Existing Credit  Agreement shall remain  outstanding and in full
force and effect and, provided further,  that this Agreement does not constitute
a novation of such Indebtedness.

                                       61
<PAGE>   67



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on the __ day of April, 1998, which shall be the
Effective Date of this Agreement, notwithstanding the day and year first above
written.


Address for Notices:                           AETNA INDUSTRIES, INC.




24331 Sherwood                                 By: /s/ Harold A. Brown
                                                  ----------------------------
P.O. Box 3067
Center Line, Michigan 48015                    Its: Vice President, Finance
                                                  ----------------------------

Attention:  Vice President and Treasurer

Facsimile No.: (810) 759-0508

Facsimile
  Confirmation No.: (810) 759-1688



Address for Notices:                           AETNA EXPORT SALES CORP.




24331 Sherwood                                  By: /s/ Harold A. Brown
P.O. Box 3067                                     ----------------------------
Center Line, Michigan 48015                     Its: Vice President, Finance
Attention:  Vice President and Treasurer          ----------------------------


Facsimile No.: (810) 759-0508

Facsimile
  Confirmation No.: (810) 759-1688


                                       62

<PAGE>   68


Address for Notices:                            MS ACQUISITION CORP.

-----------------------------------             By: /s/Harold A. Brown
                                                   ---------------------------
-----------------------------------                Its:Vice President, Finance
Attention:                                         ---------------------------
          -------------------------
Facsimile No.:
              ---------------------
Facsimile

  Confirmation No.:
                  -----------------   


Address for Notices:                            AETNA HOLDINGS, INC.




                                                By:/s/Harold A. Brown         
                                                   ------------------------   
                                                Its:Vice President, Finance   
                                                   ------------------------   
                                                                              
----------------------------------                                            
                                                                              
----------------------------------                                            
Attention:                                                                    
          ------------------------                                            
Facsimile No.:                                                                
              --------------------                                            
Facsimile                                                                     
                                  
   Confirmation No.:                            AETNA MANUFACTURING CANADA LTD.
                    --------------

                                                By:/s/Harold A. Brown         
Address for Notices:                               ------------------------   
                                                Its:Vice President, Finance   
                                                   ------------------------   
                                                                              
----------------------------------                                            
                                                                              
----------------------------------                                            
Attention:                                                                    
          ------------------------                                            
Facsimile No.:                                                                
          ------------------------                                            



                                      63

                                                                              
<PAGE>   69

Facsimile
  Confirmation No.:
                   --------------------



Address for Notices:                         NBD BANK, as a Lender and as Agent



611 Woodward Avenue                          By: /s/Theodore J. Willet
Detroit, Michigan 48226                         --------------------------
Attention:  Michigan Banking Division          Its: Vice President
                                                  ------------------------
Facsimile No.: (313) 226-0855

Facsimile
  Confirmation No.: (313) 225-2531

Facility A Commitment Amount during
the period from and including the Effective
Date to and including June 30, 1999: $50,000,000

Facility A Commitment Amount during
the period from and including July 1, 1999
and  thereafter: $35,000,000

Facility B Commitment Amount: $5,000,000

Facility C Commitment Amount: $1,500,000

Percentage of
  Total Commitments: 100%

Total Commitment Amount of all Lenders
during the period from and including the Effective
Date to and including June 30, 1999: $56,500,000

Total Commitment Amount of all Banks
during the period from and including July 1, 1999
and thereafter: $40,000,000






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